1013-00002 · Client 1013 · Transaction Documents

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WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.

A Delaware Corporation

Effective Date: April 5, 2024

This written consent (this "Consent") is executed in lieu of a special meeting of the Board of Directors (the "Board") of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Section 3.7 of the Company's Bylaws, as amended and restated (the "Bylaws"). Each of the undersigned, being a duly elected member of the Board, hereby consents to and adopts the recitals and resolutions set forth below. This Consent shall be filed with the minutes of the proceedings of the Board and shall be effective as of the date first written above.

RECITALS

The undersigned members of the Board hereby set forth the following recitals as the factual and contextual basis for the resolutions adopted herein:

A. Company Background. The Company is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on March 14, 2017, with its principal executive offices located at 450 Pinnacle Drive, Suite 300, South San Francisco, California 94080. The Company is a clinical-stage biopharmaceutical company focused on the development of novel small molecule therapeutics and targeted protein degradation therapies for oncology indications. The Company's lead therapeutic asset is GDT-4187, a selective CDK9/FLT3 dual kinase inhibitor. GDT-4187 is currently being evaluated in a Phase 2b clinical trial (Protocol No. GDT-4187-201) for the second-line treatment of patients with refractory non-small cell lung cancer ("NSCLC") who have progressed on prior platinum-based chemotherapy or immune checkpoint inhibitor therapy. The Company anticipates reporting topline data from this Phase 2b clinical trial in the first quarter of 2025. In addition, the Company is advancing GDT-5201, a next-generation PROTAC (proteolysis targeting chimera) degrader program, through preclinical development.

B. Purpose of the Convertible Note Financing. The Board has been advised by the Company's management, including Dr. Marcus Avellino, Chief Executive Officer, and Diane Kowalski, Chief Financial Officer, that the Company requires additional capital to fund (i) the continuation and expansion of the Phase 2b clinical trial for GDT-4187, including the activation of additional clinical centers, the enrollment of additional patient cohorts, and the payment of associated clinical research organization and investigator fees, (ii) the preclinical development of GDT-5201, including IND-enabling studies, toxicology studies, and formulation work, and (iii) general corporate purposes, including working capital, employee compensation, facilities costs, and general and administrative expenses. As of December 31, 2023, the Company had cash and cash equivalents of approximately $51,300,000, as reflected in the Company's audited financial statements for the fiscal year ended December 31, 2023, prepared by Baxter & Calloway, CPAs. The Company's monthly cash burn rate as of such date was approximately $5,800,000. Based on the current rate of expenditure and without additional capital, the Company's management has projected that existing cash resources would be sufficient to fund operations only through approximately the end of the third quarter of 2024. Additional capital is therefore necessary to extend the Company's operating runway to a point at which the Company can report topline data from the GDT-4187 Phase 2b clinical trial and, based on the results thereof, pursue additional financing or partnership opportunities.

C. Proposed Transaction. The Company proposes to issue and sell to certain existing institutional investors (collectively, the "Purchasers") senior unsecured convertible promissory notes (the "Notes") in the aggregate principal amount of Forty Million Dollars ($40,000,000) (the "Note Offering") in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The Purchasers, each of which is an existing stockholder of the Company and an "accredited investor" as defined in Rule 501(a) of Regulation D, and their respective commitments to purchase Notes in the Note Offering, are as follows:

D. Transaction Documents. In connection with the Note Offering, the Company proposes to enter into the following transaction documents (collectively, the "Transaction Documents"):

(i) a Note Purchase Agreement (the "NPA") by and among the Company and the Purchasers, setting forth the terms and conditions upon which the Notes will be issued and sold;

(ii) senior unsecured convertible promissory notes in the respective principal amounts set forth in Recital C above (the "Notes"), substantially in the form attached as Exhibit A to the NPA;

(iii) Disclosure Schedules to the NPA (the "Disclosure Schedules"), setting forth exceptions to the representations and warranties of the Company contained in the NPA and other information required to be disclosed therein;

(iv) an Escrow Agreement (the "Escrow Agreement") by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent (the "Escrow Agent"), pursuant to which the aggregate purchase price for the Notes shall be deposited by the Purchasers into an escrow account maintained by the Escrow Agent and released to the Company upon satisfaction of specified closing conditions; and

(v) such other certificates, instruments, and ancillary documents as may be required to consummate the closing of the Note Offering, including without limitation officers' certificates, secretary's certificates, legal opinions, and good standing certificates.

Substantially final drafts of the NPA, the form of Note, and the Escrow Agreement have been circulated to the members of the Board and are attached hereto as Exhibits A, B, and C, respectively, and a summary of the key terms of the Note Offering has been prepared by management and Calderwood & Harkness LLP and is attached hereto as Exhibit D.

E. Key Terms of the Notes. The principal terms and conditions of the Notes, as reflected in the Transaction Documents, are summarized as follows:

Interest. The Notes shall bear interest at the rate of 6.0% per annum, calculated on the basis of simple interest and a 360-day year. Interest shall be payable in kind ("PIK") by capitalization of accrued interest to the outstanding principal balance of each Note on each anniversary of the date of issuance thereof.

Maturity Date. The Notes shall mature on April 12, 2027, which is thirty-six (36) months from the anticipated Closing Date (the "Maturity Date"), unless earlier converted or repaid in accordance with their terms.

Automatic Conversion upon Qualified Financing. The Notes shall automatically convert into shares of the equity securities issued in a Qualified Financing, upon the closing of such Qualified Financing. A "Qualified Financing" is defined as an equity financing of the Company in which the Company raises at least $50,000,000 in gross proceeds (inclusive of the conversion of the principal and accrued interest under the Notes). The conversion price upon automatic conversion shall be equal to the lesser of (a) 80% of the per-share price paid by new investors in the Qualified Financing (representing a 20% discount to such price) or (b) the Valuation Cap Price (as defined below).

Valuation Cap Price. The "Valuation Cap Price" is $4.1451 per share, calculated by dividing the pre-money valuation cap of $200,000,000 by 48,250,000 shares of the Company's capital stock on a fully diluted basis (as determined in accordance with the capitalization table set forth in the Disclosure Schedules to the NPA and including all outstanding shares of common stock, all shares of common stock issuable upon conversion of outstanding preferred stock, all shares issuable upon exercise or vesting of outstanding stock options and restricted stock units, and all shares reserved for future issuance under the Company's 2018 Equity Incentive Plan, but excluding the shares issuable upon conversion of the Notes).

Voluntary Conversion at Maturity. If no Qualified Financing has occurred prior to the Maturity Date, each holder of a Note may, at such holder's election, either (a) convert the outstanding principal amount of such holder's Note, together with all accrued and unpaid interest thereon, into shares of the Company's common stock at the Valuation Cap Price, or (b) demand repayment of the outstanding principal amount of such holder's Note together with all accrued and unpaid interest thereon.

Change of Control. Upon the occurrence of a Change of Control (as defined in the NPA), each holder of a Note may elect to receive repayment of such holder's Note in an amount equal to 1.5 times (1.5x) the outstanding principal amount thereof plus all accrued and unpaid interest thereon, payable at the closing of such Change of Control transaction or, at such holder's election, convert such holder's Note into shares of the Company's common stock at the Valuation Cap Price.

Covenants — Information Rights. The Company shall provide to each holder of a Note: (a) quarterly unaudited financial statements within forty-five (45) days following the end of each fiscal quarter, (b) annual audited financial statements within ninety (90) days following the end of each fiscal year, and (c) monthly reports regarding the Company's cash burn rate and remaining cash runway, delivered within fifteen (15) days following the end of each calendar month.

Covenants — Negative Covenants. Without the prior written consent of holders representing more than 50% of the aggregate outstanding principal amount of the Notes (the "Majority Holders"), the Company shall not, among other things: (a) incur additional indebtedness in excess of $2,000,000, other than trade payables and capital leases incurred in the ordinary course of business; (b) grant liens or security interests on material assets of the Company; (c) declare or pay any dividends or other distributions on any shares of the Company's capital stock; (d) consummate any Change of Control transaction; or (e) issue any equity securities of the Company or securities convertible into or exercisable for equity securities, other than (1) shares or options issued pursuant to the Company's 2018 Equity Incentive Plan, as in effect on the date of issuance of the Notes, (2) shares issued upon conversion of the Notes, and (3) shares issued upon exercise or conversion of securities outstanding as of the date of issuance of the Notes.

Most Favored Nation (MFN) Provision. For a period of twelve (12) months following the closing of the Note Offering, if the Company issues any convertible promissory notes or similar debt instruments with terms that are more favorable to the purchasers thereof than the terms of the Notes, each holder of a Note shall have the right to amend such holder's Note to incorporate such more favorable terms.

F. Use of Proceeds. The Company intends to use the net proceeds of the Note Offering as follows:

The allocation of proceeds among the foregoing categories is based on management's current estimates and is subject to adjustment by the Authorized Officers (as defined below) based on the evolving needs of the Company's programs and operations.

G. Legal Counsel and Advisors. The Board has been advised that the following advisors are engaged in connection with the Note Offering:

Issuer's Counsel. Calderwood & Harkness LLP ("C&H") is serving as legal counsel to the Company in connection with the Note Offering. C&H has reviewed and advised the Board regarding the Transaction Documents, the structure and legal aspects of the Note Offering, applicable securities law requirements, and the Board's fiduciary duties in connection with the approval of the Note Offering.

Purchasers' Counsel. Whitfield, Greer & Cavanaugh LLP is serving as legal counsel to the Purchasers in connection with the Note Offering.

Escrow Agent and Paying Agent. Meridian Pacific Bank, N.A. will serve as escrow agent under the Escrow Agreement and as paying agent in connection with any repayment of principal and interest under the Notes.

Independent Auditors. Baxter & Calloway, CPAs, the Company's independent auditors since 2019, have prepared the audited financial statements of the Company for the fiscal years ended December 31, 2022 and December 31, 2023, which financial statements are referenced in, and incorporated by reference into, the representations and warranties of the Company contained in the NPA.

H. Director Interest and Recusal. The Board has been informed that Jonathan Merriweather, the Chair of the Board and Managing Director of Pinnacle BioVentures, has a material interest in the Note Offering by reason of his role as Managing Director of Pinnacle BioVentures Fund III, L.P., which is the lead investor in the Note Offering, committing $22,000,000 (representing 55.0% of the aggregate principal amount of the Note Offering). Pinnacle BioVentures Fund III, L.P. currently holds approximately 22.4% of the Company's outstanding equity on a fully diluted basis. In light of this material interest, and in order to avoid any actual or potential conflict of interest, Mr. Merriweather has recused himself from the deliberation and vote on the Note Offering and the matters set forth in this Consent. Mr. Merriweather has not participated in the Board's consideration of the Note Offering other than in his capacity as a representative of Pinnacle BioVentures Fund III, L.P., and he will not execute this Consent. The Board has been advised by C&H that the remaining disinterested directors constitute a quorum of the Board sufficient to act on the matters set forth herein, in accordance with Section 141(b) of the DGCL and Section 3.3 of the Bylaws.

I. Board Consideration. The Board has reviewed and considered: (i) the terms and conditions of the Note Offering as described in these recitals and as set forth in the Transaction Documents (including the substantially final forms thereof presented to the Board); (ii) the presentation prepared by management regarding the Company's current financial position, projected cash runway, the status of the Phase 2b clinical trial for GDT-4187 and the preclinical development program for GDT-5201, and the need for additional capital; (iii) the advice of C&H regarding the legal implications of the Note Offering, including the structure of the private placement under applicable federal and state securities laws, the terms of the Notes, and the Board's fiduciary duties; and (iv) such other matters as the Board has deemed relevant and appropriate. Based on this review and consideration, and in the exercise of the Board's business judgment, the Board has determined that the Note Offering, on the terms and conditions set forth in the Transaction Documents, is fair, reasonable, and in the best interests of the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, the undersigned directors of the Company, constituting all of the disinterested members of the Board, hereby consent to and adopt the following resolutions:

1. Approval of the Note Offering

RESOLVED, that the Note Offering, consisting of the issuance and sale by the Company of senior unsecured convertible promissory notes in the aggregate principal amount of Forty Million Dollars ($40,000,000) to the Purchasers, on the terms and conditions substantially as described in the recitals above and set forth in the Transaction Documents, be, and hereby is, authorized and approved in all respects; and further

2. Approval of the Note Purchase Agreement

RESOLVED, that the Note Purchase Agreement by and among the Company and the Purchasers (the "NPA"), substantially in the form presented to the Board and attached hereto as Exhibit A (with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), be, and hereby is, authorized and approved in all respects, and the Company be, and hereby is, authorized to enter into and perform its obligations under the NPA; and further

3. Approval of the Notes

RESOLVED, that the issuance and delivery of the Notes to the Purchasers in the following respective principal amounts be, and hereby is, authorized and approved:

The Notes shall be substantially in the form of Exhibit A to the NPA, attached hereto as Exhibit B, with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof; and further

4. Approval of Ancillary Transaction Documents

RESOLVED, that the Escrow Agreement by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent, substantially in the form attached hereto as Exhibit C (with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), the Disclosure Schedules to the NPA, and all other ancillary certificates, instruments, and documents contemplated by the NPA or otherwise necessary or desirable in connection with the consummation of the Note Offering (collectively with the NPA and the Notes, the "Transaction Documents"), be, and each of them hereby is, authorized and approved in all respects, and the Company be, and hereby is, authorized to enter into and perform its obligations under each such Transaction Document; and further

5. Authorization of Designated Signatories

RESOLVED, that Dr. Marcus Avellino, the Company's Chief Executive Officer, and Diane Kowalski, the Company's Chief Financial Officer, each acting individually or together (each, an "Authorized Officer"), be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to:

(a) negotiate, finalize, execute, and deliver the Transaction Documents, including the NPA, the Notes, the Escrow Agreement, the Disclosure Schedules, and any amendments, supplements, waivers, or modifications thereto, in each case with such changes, additions, or modifications as such Authorized Officer may approve, the execution thereof by such Authorized Officer to be conclusive evidence of such approval;

(b) execute and deliver any officers' certificates, secretary's certificates, compliance certificates, solvency certificates, or other closing certificates required in connection with the closing of the Note Offering, containing such representations, warranties, and certifications as such Authorized Officer may deem necessary or appropriate;

(c) determine the Closing Date for the Note Offering (anticipated to be on or about April 12, 2024) and take all steps necessary to satisfy the closing conditions set forth in the NPA and to consummate the closing of the Note Offering; and

(d) execute and deliver such other documents, instruments, certificates, and agreements, and to take such other actions, as any Authorized Officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, without any further act, vote, or approval of the Board, the execution and delivery of any such document or instrument, or the taking of any such action, by any Authorized Officer being conclusive evidence of such officer's determination that the same is necessary, appropriate, or desirable and of the Board's authorization thereof;

and further

6. Securities Law Compliance

RESOLVED, that the Authorized Officers and Priya Raghunathan, the Company's General Counsel and Corporate Secretary, be, and each of them hereby is, authorized and directed to:

(a) cause the preparation and filing of a notice on Form D with the United States Securities and Exchange Commission (the "SEC") in connection with the Note Offering pursuant to Rule 503 of Regulation D under the Securities Act, within fifteen (15) days of the first sale of the Notes;

(b) cause the preparation and filing of all required blue sky or state securities law notices, filings, and exemption claims in the states of California (including, without limitation, a notice filing pursuant to Section 25102(f) of the California Corporations Code), New York, Massachusetts, and Delaware, and in such other states as may be required, concurrently with or promptly after the closing of the Note Offering;

(c) cause the preparation and filing of any Current Report on Form 8-K or other reports or filings with the SEC that may be required or advisable in connection with the Note Offering, if the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended; and

(d) take all other actions and make all other filings as may be necessary or appropriate to ensure compliance with applicable federal and state securities laws in connection with the offer, sale, and issuance of the Notes and the shares of capital stock issuable upon conversion thereof;

and further

7. Exemption from Registration

RESOLVED, that the Board hereby confirms and determines that the offer and sale of the Notes to the Purchasers is, and shall be, exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and that each of the Purchasers is an "accredited investor" as defined in Rule 501(a) of Regulation D. The Board further confirms that (i) no general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D) has been or will be used in connection with the offer and sale of the Notes, (ii) the number of purchasers of Notes does not exceed thirty-five (35), exclusive of accredited investors, and (iii) the Notes will be "restricted securities" as defined in Rule 144 promulgated under the Securities Act and will bear an appropriate restrictive legend to that effect; and further

8. Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the Note Offering, including without limitation (i) the engagement of Calderwood & Harkness LLP as issuer's counsel pursuant to the engagement letter dated February 26, 2024 (C&H client matter number 1013-00002), (ii) the negotiation and execution of the non-binding term sheet with the Purchasers, executed on March 11, 2024, (iii) the negotiation, preparation, and circulation of drafts of the Transaction Documents among the Company, its counsel, the Purchasers, and the Purchasers' counsel, (iv) the preparation and delivery of due diligence materials to the Purchasers and their counsel, and (v) all other discussions, negotiations, and correspondence with the Purchasers and their respective counsel and advisors in connection with the Note Offering, be, and all such actions hereby are, ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and further

9. Use of Proceeds

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to apply the net proceeds of the Note Offering as follows: approximately Twenty-Eight Million Dollars ($28,000,000) to fund the continuation and expansion of the Phase 2b clinical trial for GDT-4187, including the activation and operation of up to twenty-two (22) clinical centers across eight (8) states; approximately Seven Million Dollars ($7,000,000) to fund preclinical development activities for GDT-5201, including IND-enabling studies, toxicology and pharmacokinetic studies, and formulation development; and approximately Five Million Dollars ($5,000,000) for general corporate purposes and working capital; with such adjustments in the allocation of proceeds among such categories as the Authorized Officers may from time to time determine to be in the best interests of the Company, consistent with the Company's business plan and strategic objectives; and further

10. Omnibus Authorization

RESOLVED, that each Authorized Officer be, and each hereby is, authorized and empowered to execute and deliver, or cause to be executed and delivered, in the name and on behalf of the Company, under its corporate seal or otherwise, all documents, instruments, certificates, and agreements, to pay all fees, costs, and expenses (including, without limitation, legal fees of C&H, escrow agent fees of Meridian Pacific Bank, N.A., filing fees, and all other transaction-related expenses), and to take or cause to be taken all such further actions as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of each and all of the foregoing resolutions, the execution by such Authorized Officer of any such document, instrument, certificate, or agreement, or the taking of any such action, to be conclusive evidence of such officer's approval thereof and of the Board's authorization thereof, without any further act, vote, or approval of the Board; and further

11. No Further Action Required

RESOLVED, that the foregoing resolutions shall not be deemed to require any further act, vote, or approval of the Board, any committee of the Board, or the stockholders of the Company, except as may be expressly required by applicable law, the Company's Restated Certificate of Incorporation, as amended, or the Company's Bylaws, as amended and restated, and the authority granted by these resolutions shall continue in full force and effect until the Note Offering has been fully consummated or until the Board shall otherwise determine by subsequent action duly taken.

EFFECTIVENESS AND COUNTERPARTS

This Consent shall be effective as of April 5, 2024. This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Consent may be executed and delivered by facsimile, electronic mail (including portable document format (.pdf)), DocuSign, or other electronic transmission, and any such execution and delivery shall be of the same legal effect, validity, and enforceability as if executed and delivered by an original manual signature. Any party who delivers a signature page by facsimile or electronic transmission shall subsequently deliver an original counterpart to the Corporate Secretary for inclusion in the minute books of the Company, but the failure to deliver such original counterpart shall not affect the validity, enforceability, or binding effect of this Consent.

RECUSAL NOTATION

Jonathan Merriweather, Board Chair and Managing Director of Pinnacle BioVentures, has recused himself from the deliberation and vote with respect to this Consent due to his material interest in the Note Offering, as more fully described in Recital H above. Mr. Merriweather has not participated in the Board's deliberation or approval of the resolutions set forth herein (other than in his capacity as a representative of Pinnacle BioVentures Fund III, L.P.) and has not executed this Consent. The undersigned directors represent all of the disinterested members of the Board and constitute a quorum sufficient to adopt the resolutions set forth herein.

[Signature Pages Follow]

SIGNATURE PAGE TO WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.

Effective Date: April 5, 2024

The undersigned, being all of the disinterested members of the Board of Directors of Genome Dx Therapeutics Inc., hereby execute this Consent as of the date first written above.

________________________________________

Name: Dr. Marcus Avellino

Title: Director

Date: April 5, 2024

________________________________________

Name: Dr. Catherine L. Thornberg

Title: Director

Date: April 5, 2024

________________________________________

Name: Robert A. Nakashima

Title: Director

Date: April 5, 2024

________________________________________

Name: Dr. Sandra M. Hagen

Title: Director

Date: April 5, 2024

________________________________________

Name: David E. Carruthers

Title: Director

Date: April 5, 2024

Recusal — Not Signing: Jonathan Merriweather, Board Chair and Managing Director of Pinnacle BioVentures, has recused himself and has not executed this Consent for the reasons set forth in Recital H above.

EXHIBIT AND ATTACHMENT LIST

The following exhibits and attachments are referenced in this Consent. Copies of the substantially final drafts of the documents listed below have been circulated to the members of the Board and are incorporated herein by reference. The exhibits are not attached in full to this Consent but are maintained in the records of the Company and are available for inspection by any member of the Board upon request to the Corporate Secretary.

Exhibit A — Form of Note Purchase Agreement (substantially final draft dated April 3, 2024, as prepared by Calderwood & Harkness LLP)

Exhibit B — Form of Senior Unsecured Convertible Promissory Note (being Exhibit A to the NPA)

Exhibit C — Form of Escrow Agreement by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent (substantially final draft dated April 2, 2024)

Exhibit D — Summary of Key Terms of the Note Offering (term sheet summary prepared by management and Calderwood & Harkness LLP, dated March 28, 2024)

CONFIDENTIAL — This document constitutes a written consent of the Board of Directors of Genome Dx Therapeutics Inc. and is subject to attorney-client privilege and work product protection. Distribution is limited to directors, officers, and legal counsel of the Company.

Purchaser	Commitment Amount	Percentage of Total
Pinnacle BioVentures Fund III, L.P.	$22,000,000	55.0%
Cormorant Health Capital Partners, L.P.	$12,000,000	30.0%
Alder Creek Life Sciences Fund II, L.P.	$6,000,000	15.0%
Total	$40,000,000	100.0%
Use of Proceeds	Approximate Amount
Phase 2b clinical trial for GDT-4187 (22 clinical centers across 8 states)	$28,000,000
Preclinical development of GDT-5201 (PROTAC degrader program)	$7,000,000
General corporate purposes and working capital	$5,000,000
Total	$40,000,000
Purchaser	Principal Amount
Pinnacle BioVentures Fund III, L.P.	$22,000,000
Cormorant Health Capital Partners, L.P.	$12,000,000
Alder Creek Life Sciences Fund II, L.P.	$6,000,000

WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.
A Delaware Corporation
Effective Date: April 5, 2024
This written consent (this "Consent") is executed in lieu of a special meeting of the Board of Directors (the "Board") of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Section 3.7 of the Company's Bylaws, as amended and restated (the "Bylaws"). Each of the undersigned, being a duly elected member of the Board, hereby consents to and adopts the recitals and resolutions set forth below. This Consent shall be filed with the minutes of the proceedings of the Board and shall be effective as of the date first written above.
RECITALS
The undersigned members of the Board hereby set forth the following recitals as the factual and contextual basis for the resolutions adopted herein:
A. Company Background. The Company is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on March 14, 2017, with its principal executive offices located at 450 Pinnacle Drive, Suite 300, South San Francisco, California 94080. The Company is a clinical-stage biopharmaceutical company focused on the development of novel small molecule therapeutics and targeted protein degradation therapies for oncology indications. The Company's lead therapeutic asset is GDT-4187, a selective CDK9/FLT3 dual kinase inhibitor. GDT-4187 is currently being evaluated in a Phase 2b clinical trial (Protocol No. GDT-4187-201) for the second-line treatment of patients with refractory non-small cell lung cancer ("NSCLC") who have progressed on prior platinum-based chemotherapy or immune checkpoint inhibitor therapy. The Company anticipates reporting topline data from this Phase 2b clinical trial in the first quarter of 2025. In addition, the Company is advancing GDT-5201, a next-generation PROTAC (proteolysis targeting chimera) degrader program, through preclinical development.
B. Purpose of the Convertible Note Financing. The Board has been advised by the Company's management, including Dr. Marcus Avellino, Chief Executive Officer, and Diane Kowalski, Chief Financial Officer, that the Company requires additional capital to fund (i) the continuation and expansion of the Phase 2b clinical trial for GDT-4187, including the activation of additional clinical centers, the enrollment of additional patient cohorts, and the payment of associated clinical research organization and investigator fees, (ii) the preclinical development of GDT-5201, including IND-enabling studies, toxicology studies, and formulation work, and (iii) general corporate purposes, including working capital, employee compensation, facilities costs, and general and administrative expenses. As of December 31, 2023, the Company had cash and cash equivalents of approximately $51,300,000, as reflected in the Company's audited financial statements for the fiscal year ended December 31, 2023, prepared by Baxter & Calloway, CPAs. The Company's monthly cash burn rate as of such date was approximately $5,800,000. Based on the current rate of expenditure and without additional capital, the Company's management has projected that existing cash resources would be sufficient to fund operations only through approximately the end of the third quarter of 2024. Additional capital is therefore necessary to extend the Company's operating runway to a point at which the Company can report topline data from the GDT-4187 Phase 2b clinical trial and, based on the results thereof, pursue additional financing or partnership opportunities.
C. Proposed Transaction. The Company proposes to issue and sell to certain existing institutional investors (collectively, the "Purchasers") senior unsecured convertible promissory notes (the "Notes") in the aggregate principal amount of Forty Million Dollars ($40,000,000) (the "Note Offering") in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The Purchasers, each of which is an existing stockholder of the Company and an "accredited investor" as defined in Rule 501(a) of Regulation D, and their respective commitments to purchase Notes in the Note Offering, are as follows:
D. Transaction Documents. In connection with the Note Offering, the Company proposes to enter into the following transaction documents (collectively, the "Transaction Documents"):
(i) a Note Purchase Agreement (the "NPA") by and among the Company and the Purchasers, setting forth the terms and conditions upon which the Notes will be issued and sold;
(ii) senior unsecured convertible promissory notes in the respective principal amounts set forth in Recital C above (the "Notes"), substantially in the form attached as Exhibit A to the NPA;
(iii) Disclosure Schedules to the NPA (the "Disclosure Schedules"), setting forth exceptions to the representations and warranties of the Company contained in the NPA and other information required to be disclosed therein;
(iv) an Escrow Agreement (the "Escrow Agreement") by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent (the "Escrow Agent"), pursuant to which the aggregate purchase price for the Notes shall be deposited by the Purchasers into an escrow account maintained by the Escrow Agent and released to the Company upon satisfaction of specified closing conditions; and
(v) such other certificates, instruments, and ancillary documents as may be required to consummate the closing of the Note Offering, including without limitation officers' certificates, secretary's certificates, legal opinions, and good standing certificates.
Substantially final drafts of the NPA, the form of Note, and the Escrow Agreement have been circulated to the members of the Board and are attached hereto as Exhibits A, B, and C, respectively, and a summary of the key terms of the Note Offering has been prepared by management and Calderwood & Harkness LLP and is attached hereto as Exhibit D.
E. Key Terms of the Notes. The principal terms and conditions of the Notes, as reflected in the Transaction Documents, are summarized as follows:
Interest. The Notes shall bear interest at the rate of 6.0% per annum, calculated on the basis of simple interest and a 360-day year. Interest shall be payable in kind ("PIK") by capitalization of accrued interest to the outstanding principal balance of each Note on each anniversary of the date of issuance thereof.
Maturity Date. The Notes shall mature on April 12, 2027, which is thirty-six (36) months from the anticipated Closing Date (the "Maturity Date"), unless earlier converted or repaid in accordance with their terms.
Automatic Conversion upon Qualified Financing. The Notes shall automatically convert into shares of the equity securities issued in a Qualified Financing, upon the closing of such Qualified Financing. A "Qualified Financing" is defined as an equity financing of the Company in which the Company raises at least $50,000,000 in gross proceeds (inclusive of the conversion of the principal and accrued interest under the Notes). The conversion price upon automatic conversion shall be equal to the lesser of (a) 80% of the per-share price paid by new investors in the Qualified Financing (representing a 20% discount to such price) or (b) the Valuation Cap Price (as defined below).
Valuation Cap Price. The "Valuation Cap Price" is $4.1451 per share, calculated by dividing the pre-money valuation cap of $200,000,000 by 48,250,000 shares of the Company's capital stock on a fully diluted basis (as determined in accordance with the capitalization table set forth in the Disclosure Schedules to the NPA and including all outstanding shares of common stock, all shares of common stock issuable upon conversion of outstanding preferred stock, all shares issuable upon exercise or vesting of outstanding stock options and restricted stock units, and all shares reserved for future issuance under the Company's 2018 Equity Incentive Plan, but excluding the shares issuable upon conversion of the Notes).
Voluntary Conversion at Maturity. If no Qualified Financing has occurred prior to the Maturity Date, each holder of a Note may, at such holder's election, either (a) convert the outstanding principal amount of such holder's Note, together with all accrued and unpaid interest thereon, into shares of the Company's common stock at the Valuation Cap Price, or (b) demand repayment of the outstanding principal amount of such holder's Note together with all accrued and unpaid interest thereon.
Change of Control. Upon the occurrence of a Change of Control (as defined in the NPA), each holder of a Note may elect to receive repayment of such holder's Note in an amount equal to 1.5 times (1.5x) the outstanding principal amount thereof plus all accrued and unpaid interest thereon, payable at the closing of such Change of Control transaction or, at such holder's election, convert such holder's Note into shares of the Company's common stock at the Valuation Cap Price.
Covenants — Information Rights. The Company shall provide to each holder of a Note: (a) quarterly unaudited financial statements within forty-five (45) days following the end of each fiscal quarter, (b) annual audited financial statements within ninety (90) days following the end of each fiscal year, and (c) monthly reports regarding the Company's cash burn rate and remaining cash runway, delivered within fifteen (15) days following the end of each calendar month.
Covenants — Negative Covenants. Without the prior written consent of holders representing more than 50% of the aggregate outstanding principal amount of the Notes (the "Majority Holders"), the Company shall not, among other things: (a) incur additional indebtedness in excess of $2,000,000, other than trade payables and capital leases incurred in the ordinary course of business; (b) grant liens or security interests on material assets of the Company; (c) declare or pay any dividends or other distributions on any shares of the Company's capital stock; (d) consummate any Change of Control transaction; or (e) issue any equity securities of the Company or securities convertible into or exercisable for equity securities, other than (1) shares or options issued pursuant to the Company's 2018 Equity Incentive Plan, as in effect on the date of issuance of the Notes, (2) shares issued upon conversion of the Notes, and (3) shares issued upon exercise or conversion of securities outstanding as of the date of issuance of the Notes.
Most Favored Nation (MFN) Provision. For a period of twelve (12) months following the closing of the Note Offering, if the Company issues any convertible promissory notes or similar debt instruments with terms that are more favorable to the purchasers thereof than the terms of the Notes, each holder of a Note shall have the right to amend such holder's Note to incorporate such more favorable terms.
F. Use of Proceeds. The Company intends to use the net proceeds of the Note Offering as follows:
The allocation of proceeds among the foregoing categories is based on management's current estimates and is subject to adjustment by the Authorized Officers (as defined below) based on the evolving needs of the Company's programs and operations.
G. Legal Counsel and Advisors. The Board has been advised that the following advisors are engaged in connection with the Note Offering:
Issuer's Counsel. Calderwood & Harkness LLP ("C&H") is serving as legal counsel to the Company in connection with the Note Offering. C&H has reviewed and advised the Board regarding the Transaction Documents, the structure and legal aspects of the Note Offering, applicable securities law requirements, and the Board's fiduciary duties in connection with the approval of the Note Offering.
Purchasers' Counsel. Whitfield, Greer & Cavanaugh LLP is serving as legal counsel to the Purchasers in connection with the Note Offering.
Escrow Agent and Paying Agent. Meridian Pacific Bank, N.A. will serve as escrow agent under the Escrow Agreement and as paying agent in connection with any repayment of principal and interest under the Notes.
Independent Auditors. Baxter & Calloway, CPAs, the Company's independent auditors since 2019, have prepared the audited financial statements of the Company for the fiscal years ended December 31, 2022 and December 31, 2023, which financial statements are referenced in, and incorporated by reference into, the representations and warranties of the Company contained in the NPA.
H. Director Interest and Recusal. The Board has been informed that Jonathan Merriweather, the Chair of the Board and Managing Director of Pinnacle BioVentures, has a material interest in the Note Offering by reason of his role as Managing Director of Pinnacle BioVentures Fund III, L.P., which is the lead investor in the Note Offering, committing $22,000,000 (representing 55.0% of the aggregate principal amount of the Note Offering). Pinnacle BioVentures Fund III, L.P. currently holds approximately 22.4% of the Company's outstanding equity on a fully diluted basis. In light of this material interest, and in order to avoid any actual or potential conflict of interest, Mr. Merriweather has recused himself from the deliberation and vote on the Note Offering and the matters set forth in this Consent. Mr. Merriweather has not participated in the Board's consideration of the Note Offering other than in his capacity as a representative of Pinnacle BioVentures Fund III, L.P., and he will not execute this Consent. The Board has been advised by C&H that the remaining disinterested directors constitute a quorum of the Board sufficient to act on the matters set forth herein, in accordance with Section 141(b) of the DGCL and Section 3.3 of the Bylaws.
I. Board Consideration. The Board has reviewed and considered: (i) the terms and conditions of the Note Offering as described in these recitals and as set forth in the Transaction Documents (including the substantially final forms thereof presented to the Board); (ii) the presentation prepared by management regarding the Company's current financial position, projected cash runway, the status of the Phase 2b clinical trial for GDT-4187 and the preclinical development program for GDT-5201, and the need for additional capital; (iii) the advice of C&H regarding the legal implications of the Note Offering, including the structure of the private placement under applicable federal and state securities laws, the terms of the Notes, and the Board's fiduciary duties; and (iv) such other matters as the Board has deemed relevant and appropriate. Based on this review and consideration, and in the exercise of the Board's business judgment, the Board has determined that the Note Offering, on the terms and conditions set forth in the Transaction Documents, is fair, reasonable, and in the best interests of the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, the undersigned directors of the Company, constituting all of the disinterested members of the Board, hereby consent to and adopt the following resolutions:
1. Approval of the Note Offering
RESOLVED, that the Note Offering, consisting of the issuance and sale by the Company of senior unsecured convertible promissory notes in the aggregate principal amount of Forty Million Dollars ($40,000,000) to the Purchasers, on the terms and conditions substantially as described in the recitals above and set forth in the Transaction Documents, be, and hereby is, authorized and approved in all respects; and further
2. Approval of the Note Purchase Agreement
RESOLVED, that the Note Purchase Agreement by and among the Company and the Purchasers (the "NPA"), substantially in the form presented to the Board and attached hereto as Exhibit A (with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), be, and hereby is, authorized and approved in all respects, and the Company be, and hereby is, authorized to enter into and perform its obligations under the NPA; and further
3. Approval of the Notes
RESOLVED, that the issuance and delivery of the Notes to the Purchasers in the following respective principal amounts be, and hereby is, authorized and approved:
The Notes shall be substantially in the form of Exhibit A to the NPA, attached hereto as Exhibit B, with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof; and further
4. Approval of Ancillary Transaction Documents
RESOLVED, that the Escrow Agreement by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent, substantially in the form attached hereto as Exhibit C (with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), the Disclosure Schedules to the NPA, and all other ancillary certificates, instruments, and documents contemplated by the NPA or otherwise necessary or desirable in connection with the consummation of the Note Offering (collectively with the NPA and the Notes, the "Transaction Documents"), be, and each of them hereby is, authorized and approved in all respects, and the Company be, and hereby is, authorized to enter into and perform its obligations under each such Transaction Document; and further
5. Authorization of Designated Signatories
RESOLVED, that Dr. Marcus Avellino, the Company's Chief Executive Officer, and Diane Kowalski, the Company's Chief Financial Officer, each acting individually or together (each, an "Authorized Officer"), be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to:
(a) negotiate, finalize, execute, and deliver the Transaction Documents, including the NPA, the Notes, the Escrow Agreement, the Disclosure Schedules, and any amendments, supplements, waivers, or modifications thereto, in each case with such changes, additions, or modifications as such Authorized Officer may approve, the execution thereof by such Authorized Officer to be conclusive evidence of such approval;
(b) execute and deliver any officers' certificates, secretary's certificates, compliance certificates, solvency certificates, or other closing certificates required in connection with the closing of the Note Offering, containing such representations, warranties, and certifications as such Authorized Officer may deem necessary or appropriate;
(c) determine the Closing Date for the Note Offering (anticipated to be on or about April 12, 2024) and take all steps necessary to satisfy the closing conditions set forth in the NPA and to consummate the closing of the Note Offering; and
(d) execute and deliver such other documents, instruments, certificates, and agreements, and to take such other actions, as any Authorized Officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, without any further act, vote, or approval of the Board, the execution and delivery of any such document or instrument, or the taking of any such action, by any Authorized Officer being conclusive evidence of such officer's determination that the same is necessary, appropriate, or desirable and of the Board's authorization thereof;
and further
6. Securities Law Compliance
RESOLVED, that the Authorized Officers and Priya Raghunathan, the Company's General Counsel and Corporate Secretary, be, and each of them hereby is, authorized and directed to:
(a) cause the preparation and filing of a notice on Form D with the United States Securities and Exchange Commission (the "SEC") in connection with the Note Offering pursuant to Rule 503 of Regulation D under the Securities Act, within fifteen (15) days of the first sale of the Notes;
(b) cause the preparation and filing of all required blue sky or state securities law notices, filings, and exemption claims in the states of California (including, without limitation, a notice filing pursuant to Section 25102(f) of the California Corporations Code), New York, Massachusetts, and Delaware, and in such other states as may be required, concurrently with or promptly after the closing of the Note Offering;
(c) cause the preparation and filing of any Current Report on Form 8-K or other reports or filings with the SEC that may be required or advisable in connection with the Note Offering, if the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended; and
(d) take all other actions and make all other filings as may be necessary or appropriate to ensure compliance with applicable federal and state securities laws in connection with the offer, sale, and issuance of the Notes and the shares of capital stock issuable upon conversion thereof;
and further
7. Exemption from Registration
RESOLVED, that the Board hereby confirms and determines that the offer and sale of the Notes to the Purchasers is, and shall be, exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and that each of the Purchasers is an "accredited investor" as defined in Rule 501(a) of Regulation D. The Board further confirms that (i) no general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D) has been or will be used in connection with the offer and sale of the Notes, (ii) the number of purchasers of Notes does not exceed thirty-five (35), exclusive of accredited investors, and (iii) the Notes will be "restricted securities" as defined in Rule 144 promulgated under the Securities Act and will bear an appropriate restrictive legend to that effect; and further
8. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the Note Offering, including without limitation (i) the engagement of Calderwood & Harkness LLP as issuer's counsel pursuant to the engagement letter dated February 26, 2024 (C&H client matter number 1013-00002), (ii) the negotiation and execution of the non-binding term sheet with the Purchasers, executed on March 11, 2024, (iii) the negotiation, preparation, and circulation of drafts of the Transaction Documents among the Company, its counsel, the Purchasers, and the Purchasers' counsel, (iv) the preparation and delivery of due diligence materials to the Purchasers and their counsel, and (v) all other discussions, negotiations, and correspondence with the Purchasers and their respective counsel and advisors in connection with the Note Offering, be, and all such actions hereby are, ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and further
9. Use of Proceeds
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to apply the net proceeds of the Note Offering as follows: approximately Twenty-Eight Million Dollars ($28,000,000) to fund the continuation and expansion of the Phase 2b clinical trial for GDT-4187, including the activation and operation of up to twenty-two (22) clinical centers across eight (8) states; approximately Seven Million Dollars ($7,000,000) to fund preclinical development activities for GDT-5201, including IND-enabling studies, toxicology and pharmacokinetic studies, and formulation development; and approximately Five Million Dollars ($5,000,000) for general corporate purposes and working capital; with such adjustments in the allocation of proceeds among such categories as the Authorized Officers may from time to time determine to be in the best interests of the Company, consistent with the Company's business plan and strategic objectives; and further
10. Omnibus Authorization
RESOLVED, that each Authorized Officer be, and each hereby is, authorized and empowered to execute and deliver, or cause to be executed and delivered, in the name and on behalf of the Company, under its corporate seal or otherwise, all documents, instruments, certificates, and agreements, to pay all fees, costs, and expenses (including, without limitation, legal fees of C&H, escrow agent fees of Meridian Pacific Bank, N.A., filing fees, and all other transaction-related expenses), and to take or cause to be taken all such further actions as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of each and all of the foregoing resolutions, the execution by such Authorized Officer of any such document, instrument, certificate, or agreement, or the taking of any such action, to be conclusive evidence of such officer's approval thereof and of the Board's authorization thereof, without any further act, vote, or approval of the Board; and further
11. No Further Action Required
RESOLVED, that the foregoing resolutions shall not be deemed to require any further act, vote, or approval of the Board, any committee of the Board, or the stockholders of the Company, except as may be expressly required by applicable law, the Company's Restated Certificate of Incorporation, as amended, or the Company's Bylaws, as amended and restated, and the authority granted by these resolutions shall continue in full force and effect until the Note Offering has been fully consummated or until the Board shall otherwise determine by subsequent action duly taken.
EFFECTIVENESS AND COUNTERPARTS
This Consent shall be effective as of April 5, 2024. This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Consent may be executed and delivered by facsimile, electronic mail (including portable document format (.pdf)), DocuSign, or other electronic transmission, and any such execution and delivery shall be of the same legal effect, validity, and enforceability as if executed and delivered by an original manual signature. Any party who delivers a signature page by facsimile or electronic transmission shall subsequently deliver an original counterpart to the Corporate Secretary for inclusion in the minute books of the Company, but the failure to deliver such original counterpart shall not affect the validity, enforceability, or binding effect of this Consent.
RECUSAL NOTATION
Jonathan Merriweather, Board Chair and Managing Director of Pinnacle BioVentures, has recused himself from the deliberation and vote with respect to this Consent due to his material interest in the Note Offering, as more fully described in Recital H above. Mr. Merriweather has not participated in the Board's deliberation or approval of the resolutions set forth herein (other than in his capacity as a representative of Pinnacle BioVentures Fund III, L.P.) and has not executed this Consent. The undersigned directors represent all of the disinterested members of the Board and constitute a quorum sufficient to adopt the resolutions set forth herein.
[Signature Pages Follow]
SIGNATURE PAGE TO WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.
Effective Date: April 5, 2024
The undersigned, being all of the disinterested members of the Board of Directors of Genome Dx Therapeutics Inc., hereby execute this Consent as of the date first written above.
________________________________________
Name: Dr. Marcus Avellino
Title: Director
Date: April 5, 2024
________________________________________
Name: Dr. Catherine L. Thornberg
Title: Director
Date: April 5, 2024
________________________________________
Name: Robert A. Nakashima
Title: Director
Date: April 5, 2024
________________________________________
Name: Dr. Sandra M. Hagen
Title: Director
Date: April 5, 2024
________________________________________
Name: David E. Carruthers
Title: Director
Date: April 5, 2024
Recusal — Not Signing: Jonathan Merriweather, Board Chair and Managing Director of Pinnacle BioVentures, has recused himself and has not executed this Consent for the reasons set forth in Recital H above.
EXHIBIT AND ATTACHMENT LIST
The following exhibits and attachments are referenced in this Consent. Copies of the substantially final drafts of the documents listed below have been circulated to the members of the Board and are incorporated herein by reference. The exhibits are not attached in full to this Consent but are maintained in the records of the Company and are available for inspection by any member of the Board upon request to the Corporate Secretary.
Exhibit A — Form of Note Purchase Agreement (substantially final draft dated April 3, 2024, as prepared by Calderwood & Harkness LLP)
Exhibit B — Form of Senior Unsecured Convertible Promissory Note (being Exhibit A to the NPA)
Exhibit C — Form of Escrow Agreement by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent (substantially final draft dated April 2, 2024)
Exhibit D — Summary of Key Terms of the Note Offering (term sheet summary prepared by management and Calderwood & Harkness LLP, dated March 28, 2024)
CONFIDENTIAL — This document constitutes a written consent of the Board of Directors of Genome Dx Therapeutics Inc. and is subject to attorney-client privilege and work product protection. Distribution is limited to directors, officers, and legal counsel of the Company.
Purchaser | Commitment Amount | Percentage of Total
Pinnacle BioVentures Fund III, L.P. | $22,000,000 | 55.0%
Cormorant Health Capital Partners, L.P. | $12,000,000 | 30.0%
Alder Creek Life Sciences Fund II, L.P. | $6,000,000 | 15.0%
Total | $40,000,000 | 100.0%
Use of Proceeds | Approximate Amount
Phase 2b clinical trial for GDT-4187 (22 clinical centers across 8 states) | $28,000,000
Preclinical development of GDT-5201 (PROTAC degrader program) | $7,000,000
General corporate purposes and working capital | $5,000,000
Total | $40,000,000
Purchaser | Principal Amount
Pinnacle BioVentures Fund III, L.P. | $22,000,000
Cormorant Health Capital Partners, L.P. | $12,000,000
Alder Creek Life Sciences Fund II, L.P. | $6,000,000

WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.

RECITALS

RESOLUTIONS

EFFECTIVENESS AND COUNTERPARTS

RECUSAL NOTATION

EXHIBIT AND ATTACHMENT LIST

Record

Parties

Dates

Amounts