NOTE PURCHASE AGREEMENT
Dated as of September 12, 2025
Among
GENOME DX THERAPEUTICS INC.
a Delaware corporation
and
THE PURCHASERS LISTED ON THE SCHEDULE OF PURCHASERS ATTACHED HERETO AS EXHIBIT B
Aggregate Principal Amount: $8,000,000
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NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT (this "Agreement" or "NPA") is entered into as of September 12, 2025, by and among Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), and each of the persons and entities listed on the Schedule of Purchasers attached hereto as Exhibit B (each, a "Purchaser" and collectively, the "Purchasers").
RECITALS
WHEREAS, the Company desires to issue and sell, and the Purchasers desire to purchase, convertible promissory notes in an aggregate principal amount of Eight Million Dollars ($8,000,000) (the "Notes"), on the terms and subject to the conditions set forth herein;
WHEREAS, the Notes will bear interest at a rate of seven percent (7.00%) per annum (700 basis points), computed as simple interest on a 365-day year basis, and will mature on March 12, 2027, unless earlier converted in accordance with their terms;
WHEREAS, the Notes will be convertible into shares of Preferred Stock of the Company upon the terms and conditions set forth herein and in the form of Note attached hereto as Exhibit A;
WHEREAS, the issuance and sale of the Notes is 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, and each Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D;
WHEREAS, the Company's Board of Directors has approved the transactions contemplated hereby by action of the disinterested directors on September 11, 2025, with the interested directors having abstained from the vote; and
WHEREAS, the requisite consents of the holders of a majority of the outstanding Series A Preferred Stock and Series B Preferred Stock, respectively, have been obtained in accordance with the applicable Investor Rights Agreements.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings ascribed to them below:
"Affiliate" means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a person shall be deemed to control another person if the first person possesses, directly or indirectly, the power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors or managers of such other person.
"Agreement" or "NPA" means this Note Purchase Agreement, including all exhibits and schedules hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof.
"Board" means the Board of Directors of the Company.
"Certificate of Incorporation" means the Company's Certificate of Incorporation, as amended and restated from time to time, filed with the Secretary of State of the State of Delaware, together with all certificates of designation filed in connection therewith.
"Change of Control" means (a) any merger, consolidation, or reorganization of the Company with or into another corporation or other entity (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction do not hold at least fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (b) the sale, lease, transfer, exclusive license, or other disposition, in a single transaction or series of related transactions, of all or substantially all of the assets of the Company; or (c) any transaction or series of related transactions (including, without limitation, any stock acquisition, tender offer, or recapitalization) resulting in any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquiring beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors.
"Closing" has the meaning set forth in Section 2.2 of this Agreement.
"Closing Date" means September 12, 2025, or such other date as the Company and the Purchasers may mutually agree in writing.
"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, having its principal offices at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130, and its successors and assigns.
"Conversion Price" has the meaning set forth in the Notes and as further described in Section 7.1 of this Agreement, and means the lesser of (a) eighty percent (80%) of the per-share price paid by new investors in the Qualified Financing (the "Discount Price"), representing a twenty percent (20%) discount, or (b) the quotient obtained by dividing the Valuation Cap by the Fully Diluted Capitalization immediately prior to the closing of the Qualified Financing (the "Cap Price").
"discount Rate" means twenty percent (20%), such that the discount Price equals eighty percent (80%) of the per-share price paid by new investors in the Qualified Financing.
"Event of Default" has the meaning set forth in Section 9.1 of this Agreement.
"Fully Diluted Capitalization" means the aggregate number of shares of capital stock of the Company (on an as-converted-to-Common-Stock basis) that are (a) issued and outstanding as of the date of determination, plus (b) all shares of Common Stock reserved under the Company's equity incentive plans (whether or not subject to outstanding awards, options, restricted stock units, or other equity-based awards), but excluding, for the avoidance of doubt, shares issuable upon conversion of the Notes or any other convertible promissory notes or simple agreements for future equity issued by the Company. As of the Closing Date, the Fully Diluted Capitalization is approximately one hundred twelve million eight hundred thousand (112,800,000) shares, comprised of approximately forty-eight million two hundred thousand (48,200,000) shares of Common Stock, twenty-two million six hundred thousand (22,600,000) shares of Series A Preferred Stock (on an as-converted basis), thirty-one million four hundred thousand (31,400,000) shares of Series B Preferred Stock (on an as-converted basis), and approximately ten million six hundred thousand (10,600,000) shares in the option pool and other reserved shares.
"GAAP" means United States generally accepted accounting principles, consistently applied throughout the periods involved.
"Indebtedness" means, with respect to any person, without duplication, (a) all obligations for borrowed money of such person, (b) all obligations of such person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements, (d) all obligations of such person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business and payable in accordance with customary trade practices), (e) all obligations of such person as lessee under capital leases or finance leases (as determined in accordance with GAAP), (f) all Indebtedness of others secured by any lien on property owned or acquired by such person, whether or not the Indebtedness secured thereby has been assumed, (g) all Indebtedness of others guaranteed by such person, and (h) all obligations of such person arising out of interest rate or currency swap agreements, in each case to the extent required to be reflected as a liability on a balance sheet prepared in accordance with GAAP.
"Key Person" means each of Dr. Lena Vasquez, Chief Executive Officer and Co-Founder of the Company, and Dr. Franklin Osei, Chief Scientific Officer and Co-Founder of the Company.
"Majority Holders" means, at any time, holders of Notes representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Notes then outstanding; for the avoidance of doubt, as of the Closing Date, the Majority Holders would be holders of Notes having an aggregate outstanding principal amount in excess of Four Million Dollars ($4,000,000).
"Material Adverse Effect" means any change, event, occurrence, circumstance, condition, or development that, individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition, or results of operations of the Company, taken as a whole, or (b) would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under this Agreement or the Notes or to consummate the transactions contemplated hereby; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in conditions generally affecting the biotechnology or pharmaceutical industry, (ii) changes in general economic, financial, or political conditions, (iii) changes in applicable laws, regulations, or GAAP, or (iv) changes resulting from the public announcement of the transactions contemplated by this Agreement, except, in each case of clauses (i) through (iii), to the extent such changes disproportionately affect the Company relative to similarly situated companies in the biotechnology industry.
"Maturity Date" means March 12, 2027, which is the date that is eighteen (18) months after the Closing Date, unless extended by mutual written agreement of the Company and the Majority Holders.
"Notes" means the convertible promissory notes issued to the Purchasers pursuant to this Agreement, substantially in the form attached hereto as Exhibit A, and any notes issued in exchange, substitution, or replacement therefor.
"Purchasers" means the persons and entities listed on the Schedule of Purchasers attached hereto as Exhibit B, together with their respective successors and permitted assigns.
"Qualified Financing" means the next round of equity financing of the Company (whether through the issuance of Preferred Stock or other equity securities) in which the Company receives aggregate gross proceeds (excluding the aggregate amount of principal and accrued interest converted pursuant to the Notes and any other convertible instruments of the Company) of at least Twenty-Five Million Dollars ($25,000,000).
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Senior Indebtedness" means Indebtedness of the Company permitted pursuant to Section 5.7 of this Agreement, in an aggregate principal amount outstanding at any time not to exceed Three Million Dollars ($3,000,000), including, without limitation, any venture debt facility or similar credit facility entered into by the Company in the ordinary course of its business.
"Series A IRA" means the Investor Rights Agreement, dated as of March 22, 2021, by and among the Company and the holders of Series A Preferred Stock, as the same may be amended, restated, or otherwise modified from time to time.
"Series B IRA" means the Investor Rights Agreement, dated as of August 15, 2023, by and among the Company and the holders of Series B Preferred Stock, as the same may be amended, restated, or otherwise modified from time to time.
"Valuation Cap" means Ninety-Five Million Dollars ($95,000,000), representing the pre-money valuation of the Company for purposes of calculating the Cap Price.
Section 1.2 — Interpretation
Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement:
(a) References in this Agreement to "Sections," "Articles," "Exhibits," and "Schedules" shall be to the sections, articles, exhibits, and schedules of and to this Agreement unless otherwise specified.
(b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this Agreement.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them.
(d) The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular section or provision of this Agreement.
(e) The word "or" is disjunctive but not necessarily exclusive.
(f) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(g) All references to statutes, laws, regulations, and rules shall include all amendments, modifications, and supplements thereto, and all successor statutes, laws, regulations, and rules.
(h) All references to currency shall mean United States Dollars.
(i) The laws of the State of Delaware shall govern the interpretation of all defined terms relating to corporate concepts, including, without limitation, the terms "stockholder," "capital stock," "Certificate of Incorporation," and "Bylaws."
(j) Each party acknowledges that it has been represented by counsel in connection with the negotiation and execution of this Agreement, and, accordingly, any rule of law or legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.
ARTICLE 2 — PURCHASE AND SALE OF NOTES
Section 2.1 — Issuance of Notes
Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from the Company, a convertible promissory note in the principal amount set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto as Exhibit B. The aggregate principal amount of all Notes to be issued and sold pursuant to this Agreement shall be Eight Million Dollars ($8,000,000). Each Note shall be substantially in the form attached hereto as Exhibit A and shall be dated as of the Closing Date.
The obligations of the Purchasers to purchase the Notes are several and not joint. The failure of any Purchaser to consummate the purchase of such Purchaser's Note shall not relieve any other Purchaser of its obligation to consummate the purchase of its Note, provided that the conditions set forth in Article 6 have been satisfied or waived with respect to such other Purchaser.
Section 2.2 — Closing
The closing of the purchase and sale of the Notes pursuant to this Agreement (the "Closing") shall take place on September 12, 2025 (the "Closing Date") at the offices of Calderwood & Harkness LLP, 555 Mission Street, Suite 3200, San Francisco, California 94105, or at such other time and place as the Company and the Purchasers may mutually agree in writing. The Closing may also be conducted by remote exchange of executed documents and signatures via electronic transmission, including DocuSign or similar electronic signature platforms.
At the Closing:
(a) Each Purchaser shall deliver to the Company the aggregate purchase price for such Purchaser's Note, in an amount equal to the principal amount of such Note as set forth on the Schedule of Purchasers, by wire transfer of immediately available funds to such account as the Company shall designate in writing to the Purchasers no later than two (2) business days prior to the Closing Date; and
(b) The Company shall deliver to each Purchaser a Note in the principal amount set forth opposite such Purchaser's name on the Schedule of Purchasers, duly executed by an authorized officer of the Company.
Section 2.3 — Use of Proceeds
The Company shall use the proceeds from the sale of the Notes for general working capital purposes and to fund continued development of the Company's clinical programs, including the Company's GDT-401 Phase 1b clinical trial for rare neurodegenerative disorders and related research and development activities. The Company shall not use any portion of the proceeds for (a) the repayment or refinancing of existing Indebtedness, (b) the payment of dividends or distributions on any shares of capital stock, or (c) the repurchase or redemption of any shares of capital stock, without the prior written consent of the Majority Holders.
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each Purchaser, as of the Closing Date, as follows:
Section 3.1 — Organization and Good Standing
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. The Company is duly qualified or licensed to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify or be licensed would have a Material Adverse Effect, including the State of California. The Company's registered agent in the State of Delaware is Pacific Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company has made available to the Purchasers true and complete copies of its Certificate of Incorporation and Bylaws, each as currently in effect.
Section 3.2 — Authorization
The execution, delivery, and performance by the Company of this Agreement and each of the Notes, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required on the part of the Company or its stockholders to authorize such transactions.
The Board of Directors of the Company approved the transactions contemplated by this Agreement by written consent dated September 11, 2025. In connection with such approval, Dr. Lena Vasquez (Chief Executive Officer, Co-Founder, and director), Dr. Franklin Osei (Chief Scientific Officer, Co-Founder, and director), and James Calloway (Series B Board Director and Managing Partner of Stonebridge Capital Partners) each abstained from voting as interested parties with respect to the transaction. The disinterested directors, Nadia Chowdhury and Dr. Renata Moss, voted unanimously in favor of the transactions.
No stockholder approval is required under the Delaware General Corporation Law or the Certificate of Incorporation for the issuance of the Notes. Notwithstanding the foregoing, the requisite consent of holders of a majority of the outstanding shares of Series B Preferred Stock has been obtained in accordance with the applicable provisions of the Series B IRA, by written consent of Stonebridge Capital Partners Fund III, L.P., which holds 18,900,000 of 31,400,000 outstanding shares of Series B Preferred Stock, representing approximately sixty and two-tenths percent (60.2%) of the outstanding shares of Series B Preferred Stock. In addition, the requisite consent of holders of a majority of the outstanding shares of Series A Preferred Stock has been obtained in accordance with the applicable provisions of the Series A IRA, by written consent of Whitepine Ventures Fund II, L.P., which holds 15,800,000 of 22,600,000 outstanding shares of Series A Preferred Stock, representing approximately sixty-nine and nine-tenths percent (69.9%) of the outstanding shares of Series A Preferred Stock.
This Agreement constitutes, and each Note, when executed and delivered by the Company, will constitute, the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.3 — Valid Issuance
The Notes, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
The shares of Preferred Stock issuable upon conversion of the Notes have been duly reserved for issuance, and, when issued upon conversion of the Notes in accordance with the terms thereof, such shares will be validly issued, fully paid, and non-assessable, and will be free and clear of all liens, encumbrances, charges, restrictions, and preemptive or similar rights, other than restrictions on transfer under this Agreement, under applicable state and federal securities laws, and under the Company's Certificate of Incorporation and Bylaws.
Section 3.4 — No Conflict
The execution, delivery, and performance by the Company of this Agreement and the Notes, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not:
(a) violate or conflict with, or result in a breach of, any provision of the Certificate of Incorporation or Bylaws of the Company, each as currently in effect;
(b) violate or conflict with any law, statute, rule, regulation, order, writ, judgment, injunction, or decree applicable to the Company or any of its properties or assets;
(c) result in any breach of, or constitute a default (or an event which, with the giving of notice or the lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration, or cancellation of, any agreement, contract, instrument, or obligation to which the Company is a party or by which it or any of its properties or assets are bound, including the Series A IRA dated March 22, 2021 and the Series B IRA dated August 15, 2023 (in each case, after giving effect to the consents obtained as described in Section 3.2); or
(d) result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of the Company.
No consent, approval, order, authorization, registration, qualification, designation, declaration, or filing with any federal, state, or local governmental authority is required on the part of the Company in connection with the execution, delivery, and performance of this Agreement and the Notes, or the consummation of the transactions contemplated hereby, except for (i) the filing of any notice subsequent to the Closing that may be required under applicable state and federal securities laws (which filings, if applicable, will be made by the Company on a timely basis) and (ii) the filing of a Form D with the Securities and Exchange Commission as required under Rule 503 of Regulation D.
Section 3.5 — Capitalization
The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock, par value $0.0001 per share, and 75,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 22,600,000 shares have been designated as Series A Preferred Stock and 31,400,000 shares have been designated as Series B Preferred Stock. As of the date immediately prior to the Closing:
(a) there are approximately 48,200,000 shares of Common Stock issued and outstanding;
(b) there are 22,600,000 shares of Series A Preferred Stock issued and outstanding, which were issued in 2021 in connection with the Company's $12,000,000 Series A financing;
(c) there are 31,400,000 shares of Series B Preferred Stock issued and outstanding, which were issued in 2023 in connection with the Company's $38,000,000 Series B financing; and
(d) the Company's Fully Diluted Capitalization is approximately 112,800,000 shares, including approximately 10,600,000 shares reserved for issuance under the Company's equity incentive plans and other equity-based arrangements.
All outstanding shares of capital stock of the Company have been duly authorized, are validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. Except as disclosed in the Company's disclosure schedule delivered to the Purchasers concurrently herewith, there are no outstanding options, warrants, rights (including conversion or preemptive rights), convertible securities, or other agreements or commitments obligating the Company to issue, sell, or otherwise dispose of any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, other than (i) shares reserved under the Company's equity incentive plan and options, restricted stock units, or other awards granted thereunder, (ii) the Notes, and (iii) shares issuable upon conversion of the outstanding Preferred Stock in accordance with the Certificate of Incorporation.
Section 3.6 — Financial Statements
The Company has made available to the Purchasers (a) the Company's audited financial statements for the fiscal year ended December 31, 2024, consisting of a balance sheet, statements of operations, comprehensive loss, stockholders' deficit, and cash flows, together with the notes thereto, audited by Carver & Hollis LLP, an independent registered public accounting firm, and (b) the Company's unaudited financial statements for the six-month period ended June 30, 2025, consisting of an unaudited balance sheet and unaudited statements of operations and cash flows (collectively, the "Financial Statements").
The Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and on a basis consistent with each other (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnote disclosures that would not, individually or in the aggregate, be material), and (ii) fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company as of the dates thereof and for the periods then ended.
Section 3.7 — Litigation
There is no action, suit, proceeding, arbitration, claim, or investigation pending or, to the knowledge of the Company, currently threatened in writing against the Company, or against any officer, director, or Key Person of the Company in their capacity as such, that (a) would reasonably be expected to result in a Material Adverse Effect, or (b) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the transactions contemplated by this Agreement or the Notes, or questions the validity of this Agreement, the Notes, or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.
Section 3.8 — Intellectual Property
The Company owns, or has the right to use pursuant to a valid and enforceable license, lease, or other agreement, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, domain names, and other intellectual property rights (collectively, "Intellectual Property") necessary for the conduct of its business as currently conducted and as currently proposed to be conducted, including the technology underlying its lead candidate GDT-401 for rare neurodegenerative disorders. To the Company's knowledge, the conduct of the Company's business does not infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party in any material respect. The Company has not received any written notice from any third party alleging that the Company is infringing, misappropriating, or otherwise violating any intellectual Property rights of such third party.
Section 3.9 — Compliance with Laws
The Company is not in material violation of any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority, including, without limitation, all regulations of the United States Food and Drug Administration ("FDA") applicable to the Company's clinical-stage drug development programs and all regulations relating to the protection of human subjects in clinical trials. The Company holds all material permits, licenses, approvals, and authorizations necessary for the conduct of its business as currently conducted.
Section 3.10 — Tax Matters
The Company has filed all federal, state, local, and foreign tax returns that are required to be filed by it and has paid all taxes shown to be due and payable on such returns. The Company is not currently the subject of any audit, examination, or other proceeding by any taxing authority. The Company's Employer Identification Number is 84-3921076. To the knowledge of the Company, no claims have been asserted against the Company for any unpaid taxes, and no written notice of any such claim has been received by the Company.
Section 3.11 — No General Solicitation
Neither the Company nor any person acting on its behalf has offered or sold the Notes by any form of general solicitation or general advertising, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, within the meaning of Rule 502(c) of Regulation D under the Securities Act.
Section 3.12 — Material Agreements
The Company has disclosed to the Purchasers, or made available for review, all material agreements, contracts, and instruments to which the Company is a party or by which it or any of its assets or properties are bound, including, without limitation, (a) the Series A IRA dated March 22, 2021, (b) the Series B IRA dated August 15, 2023, (c) all agreements evidencing any existing Indebtedness of the Company, (d) all employment agreements with Key Persons and other executive officers, and (e) all collaboration, licensing, or other agreements material to the Company's business or operations. Each such material agreement is in full force and effect and constitutes a legal, valid, and binding obligation of the Company and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity). The Company is not in material breach or default under any such material agreement.
Section 3.13 — Insurance
The Company maintains insurance policies with reputable insurers in such amounts and against such risks (including directors and officers liability insurance) as are customary for companies of similar size and stage in the biotechnology industry. All such insurance policies are in full force and effect, and all premiums due thereunder have been paid when due. The Company has not received any written notice of cancellation or non-renewal with respect to any such insurance policy.
Section 3.14 — No Undisclosed Liabilities
The Company has no material liabilities or obligations (whether absolute, accrued, contingent, or otherwise) except (a) as reflected or reserved against in the Financial Statements, (b) liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent Financial Statements, and (c) liabilities and obligations arising under this Agreement and the Notes.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as of the Closing Date as follows:
Section 4.1 — Authorization
Such Purchaser has full power and authority (and, if a natural person, full legal capacity) to enter into this Agreement, to purchase such Purchaser's Note, and to perform such Purchaser's obligations hereunder. This Agreement, when executed and delivered by such Purchaser, will constitute the legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
In the case of Stonebridge Capital Partners Fund III, L.P., a Delaware limited partnership, this Agreement has been duly authorized by Stonebridge Capital Management III LLC, a Delaware limited liability company, in its capacity as general partner of Stonebridge Capital Partners Fund III, L.P., acting through James Calloway, Managing Partner, and no other approvals or consents are required for the execution, delivery, and performance of this Agreement by Stonebridge Capital Partners Fund III, L.P.
Each individual Purchaser has the legal capacity to enter into this Agreement and to consummate the transactions contemplated hereby without the consent or approval of any other person.
Section 4.2 — Accredited Investor Status
Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and such Purchaser has truthfully and accurately completed the accredited investor questionnaire delivered to the Company in connection with the Closing. Each Purchaser acknowledges that the Company is relying upon the truth and accuracy of such Purchaser's accredited investor representations in connection with the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Section 4.3 — Purchase for Investment
Such Purchaser is acquiring the Note (and, upon conversion thereof, the underlying shares of Preferred Stock) for investment for such Purchaser's own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. Such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Note or the underlying securities in any transaction that would violate the Securities Act or any applicable state securities laws.
Section 4.4 — Restricted Securities
Such Purchaser understands that the Notes and the shares of Preferred Stock issuable upon conversion thereof (a) have not been registered under the Securities Act or any state securities laws, (b) are being sold in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and under applicable state securities laws, and (c) constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. Such Purchaser further understands that the Notes and the shares of Preferred Stock issuable upon conversion thereof may not be offered, sold, pledged, hypothecated, or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and in each case in compliance with all applicable state securities laws.
Such Purchaser acknowledges that each certificate or book-entry notation representing the Notes and any shares of Preferred Stock issued upon conversion thereof shall bear a restrictive legend substantially in the following form:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS."
Section 4.5 — Access to Information
Such Purchaser has had the opportunity to ask questions of, and receive answers from, the officers, directors, and management of the Company regarding the Company's business, financial condition, results of operations, and prospects, and regarding the terms and conditions of the Notes and this Agreement. Such Purchaser has received and reviewed all information that such Purchaser has requested from the Company.
Each Purchaser acknowledges awareness of the insider nature of this transaction and the inherent conflicts of interest arising from the fact that certain Purchasers are officers, directors, or Affiliates of the Company, or affiliated entities of directors of the Company, including the following relationships: (a) Dr. Lena Vasquez serves as the Company's Chief Executive Officer, Co-Founder, and a member of the Board; (b) Dr. Franklin Osei serves as the Company's Chief Scientific Officer, Co-Founder, and a member of the Board; (c) James Calloway serves as a member of the Board as the Series B Board Director and is the Managing Partner of Stonebridge Capital Partners; and (d) Stonebridge Capital Partners Fund III, L.P. is an existing holder of 18,900,000 shares of Series B Preferred Stock. Each Purchaser has independently evaluated the merits and risks of the investment and has not relied solely on any representation or recommendation of any other Purchaser or any officer or director of the Company in making such Purchaser's investment decision.
Section 4.6 — No General Solicitation
Such Purchaser is not purchasing the Note as a result of any form of general solicitation or general advertising, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, within the meaning of Rule 502(c) under Regulation D.
Section 4.7 — Existing Relationship
Such Purchaser has a pre-existing substantive relationship with the Company, as follows:
(a) Dr. Lena Vasquez is the Chief Executive Officer and Co-Founder of the Company and a member of the Board;
(b) Dr. Franklin Osei is the Chief Scientific Officer and Co-Founder of the Company and a member of the Board;
(c) James Calloway is a member of the Board, serving as the Series B Board Director, and is the Managing Partner of Stonebridge Capital Partners; and
(d) Stonebridge Capital Partners Fund III, L.P. is an existing stockholder of the Company, holding 18,900,000 shares of Series B Preferred Stock, representing approximately sixty and two-tenths percent (60.2%) of the outstanding shares of Series B Preferred Stock, and is managed by Stonebridge Capital Management III LLC, whose Managing Partner, James Calloway, serves as a member of the Board.
ARTICLE 5 — COVENANTS OF THE COMPANY
The Company hereby covenants and agrees with each Purchaser as follows, so long as any Note remains outstanding and has not been converted in full:
Section 5.1 — Information Rights
(a) Quarterly Financial Statements. Within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year), the Company shall deliver to each Purchaser (so long as such Purchaser holds a Note or shares of Preferred Stock issued upon conversion thereof) unaudited financial statements for such fiscal quarter, consisting of a balance sheet as of the end of such fiscal quarter, and statements of operations and cash flows for such fiscal quarter and for the year-to-date period then ended, each prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosures). Such quarterly financial statements shall be accompanied by a brief narrative report from the Company's management describing the Company's operational and financial performance during such quarter, including an update on the status of the GDT-401 clinical program and other material developments.
(b) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year (the Company's fiscal year ending on December 31), the Company shall deliver to each Purchaser (so long as such Purchaser holds a Note or shares of Preferred Stock issued upon conversion thereof) audited financial statements for such fiscal year, consisting of an audited balance sheet as of the end of such fiscal year, and audited statements of operations, comprehensive loss, stockholders' deficit, and cash flows for such fiscal year, together with the notes thereto, all prepared in accordance with GAAP and audited by an independent certified public accounting firm of recognized national or regional standing (currently Carver & Hollis LLP). Such annual financial statements shall be accompanied by an unqualified opinion (or an opinion qualified only as to going concern, if applicable) of such independent certified public accounting firm.
(c) Additional Information. The Company shall, upon reasonable request of any Purchaser holding a Note or shares of Preferred Stock issued upon conversion thereof, provide such additional financial or operational information as such Purchaser may reasonably request, to the extent such information is readily available to the Company and disclosure thereof would not, in the reasonable judgment of the Company, jeopardize the attorney-client privilege or work product doctrine.
Section 5.2 — Reservation of Shares
The Company shall at all times reserve and keep available out of its authorized but unissued shares of capital stock (or shares of capital stock held in treasury) a sufficient number of shares of Preferred Stock (or, if applicable, Common Stock) to satisfy in full the Company's conversion obligations under all outstanding Notes, assuming conversion at the lowest possible Conversion Price. For illustrative purposes only, based on the Valuation Cap of $95,000,000 and the current Fully Diluted Capitalization of approximately 112,800,000 shares, the Cap Price would be approximately $0.8422 per share ($95,000,000 ÷ 112,800,000 = $0.8422 (rounded)). At such Cap Price, the total conversion amount of approximately $8,840,000 (representing $8,000,000 of aggregate principal plus approximately $840,000 of accrued interest at 7.00% per annum over the full eighteen-month term) would result in the issuance of approximately 10,496,319 shares of Preferred Stock. The Company shall take all corporate action necessary to increase the authorized number of shares of any class of capital stock as may be necessary to ensure compliance with this Section 5.2.
Section 5.3 — Existence; Conduct of Business
The Company shall preserve and maintain its corporate existence and good standing under the laws of the State of Delaware and shall maintain its qualification to transact business as a foreign corporation in the State of California and in each other jurisdiction in which the failure to so qualify would have a Material Adverse Effect. The Company shall conduct its business in the ordinary course consistent with past practice and in accordance with sound business practices, except as otherwise contemplated by this Agreement or the Notes.
Section 5.4 — Compliance with Laws
The Company shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, judgments, injunctions, and decrees of any federal, state, local, or foreign governmental authority applicable to the Company or its business, properties, or assets, including, without limitation, all regulations of the FDA applicable to the Company's clinical programs, all regulations relating to the protection of human subjects in clinical trials, and all applicable environmental, health, and safety laws.
Section 5.5 — Taxes
The Company shall timely file all federal, state, local, and foreign tax returns required to be filed by it and shall timely pay all taxes shown to be due and payable on such returns. The Company shall promptly pay all other taxes, assessments, charges, and levies imposed upon the Company or any of its properties or assets by any governmental authority, to the extent such taxes become due and payable, except where the amount or validity thereof is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP.
Section 5.6 — Insurance
The Company shall maintain insurance policies with reputable insurers in such amounts and against such risks (including general liability, property, directors and officers liability, errors and omissions, and clinical trial liability insurance) as are customary for companies of similar size and stage in the biotechnology industry. The Company shall not cancel, reduce the coverage of, or allow to lapse any insurance policy material to its business without the prior written consent of the Majority Holders (which consent shall not be unreasonably withheld, conditioned, or delayed), unless replacement coverage in comparable amounts and on comparable terms is obtained.
Section 5.7 — Subordination; Limitation on Indebtedness
(a) Unsecured Nature of Notes. The Notes are general unsecured obligations of the Company and shall not be secured by any lien on or security interest in any assets or properties of the Company.
(b) Subordination. The Notes are subordinated in right of payment to Senior Indebtedness of the Company in an aggregate principal amount outstanding at any time not to exceed Three Million Dollars ($3,000,000). In the event of any bankruptcy, insolvency, receivership, liquidation, dissolution, winding up, or similar proceeding involving the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due under the Senior Indebtedness before any payment or distribution is made to the holders of the Notes on account of the Notes. The Company and each Purchaser agree to execute and deliver such additional instruments and documents, and to take such further action, as may be reasonably required by any lender providing Senior Indebtedness in order to effectuate the subordination provisions of this Section 5.7(b), including the execution of a customary subordination agreement or intercreditor agreement.
(c) Limitation on Indebtedness. The Company shall not incur, create, assume, or permit to exist any Indebtedness (other than (i) the Notes, (ii) Senior Indebtedness permitted under this Section 5.7 in an aggregate principal amount not to exceed $3,000,000 (e.g., a venture debt facility), and (iii) trade payables, accrued liabilities, and similar obligations incurred in the ordinary course of business consistent with past practice) without the prior written consent of the Majority Holders.
Section 5.8 — Most Favored Nation (MFN) Provision
If, at any time prior to the closing of a Qualified Financing, the Company issues any convertible promissory notes, convertible securities, or simple agreements for future equity ("SAFEs"), or amends, restates, or modifies the terms of any existing convertible promissory notes, convertible securities, or SAFEs, on terms that are, in any material respect, more favorable to the holders thereof than the terms of the Notes (as determined by the Majority Holders in their reasonable judgment), the Company shall promptly (and in any event within five (5) business days after such issuance or amendment) notify each Purchaser in writing of such issuance or amendment and provide each Purchaser with a copy of the applicable instrument or agreement (or a summary of the material terms thereof).
Upon receipt of such notice, each Purchaser may elect, by written notice delivered to the Company within fifteen (15) days of receipt of the Company's notice, to amend such Purchaser's Note to incorporate the more favorable terms. If a Purchaser so elects, the Company and such Purchaser shall promptly execute and deliver an amendment to such Purchaser's Note reflecting the more favorable terms. The MFN election applies to economic terms, including, without limitation, interest rate, discount rate, valuation cap, maturity date, conversion mechanics, events of default, and other material provisions, but shall not apply to the principal amount of the Notes.
For the avoidance of doubt, this Section 5.8 shall not apply to the issuance of equity securities (as opposed to convertible debt or SAFE instruments) in connection with a Qualified Financing or to the grant of options or restricted stock units under the Company's equity incentive plans.
Section 5.9 — Board Observer Rights
[Intentionally Omitted — each Purchaser either currently holds a seat on the Board of Directors or is an Affiliate of an entity that holds a seat on the Board of Directors.]
Section 5.10 — Key Person Covenant
The Company shall promptly notify the Majority Holders in writing if any Key Person (Dr. Lena Vasquez or Dr. Franklin Osei) ceases to be employed by the Company on a full-time basis (whether by resignation, termination, death, disability, or otherwise). Such notice shall be delivered within five (5) business days after the Key Person's cessation of full-time employment. The Company shall use commercially reasonable efforts to ensure the continued full-time employment and engagement of each Key Person throughout the term of the Notes. The departure of a Key Person shall not, in and of itself, constitute an Event of Default under Article 9, but shall be deemed a factor that may be considered by the Majority Holders in connection with the exercise of any rights or remedies under this Agreement or the Notes.
Section 5.11 — Negative Covenants
Without the prior written consent of the Majority Holders, the Company shall not, and shall not permit any of its subsidiaries to:
(a) Dividends and Distributions. Declare, set aside, or pay any dividend or make any distribution (whether in cash, property, or securities) on any shares of its capital stock, or make any other distribution in respect thereof;
(b) Repurchases and Redemptions. Repurchase, redeem, retire, or otherwise acquire any shares of its capital stock or any warrants, options, or other rights to acquire shares of its capital stock, other than repurchases of unvested shares at cost (or the lesser of cost or fair market value) upon termination of service of an employee, consultant, or other service provider pursuant to the terms of the Company's equity incentive plans or agreements approved by the Board;
(c) Change in Business. Change the Company's principal line of business in any material respect from the development and commercialization of therapeutic products for rare diseases and neurodegenerative disorders;
(d) Charter Amendments. Amend its Certificate of Incorporation or Bylaws in any manner that would adversely affect the rights, preferences, privileges, or obligations of the holders of the Notes in any material respect; or
(e) Subsidiary Formation. Form, acquire, or make any investment in any subsidiary, joint venture, or other entity, except with the prior written consent of the Majority Holders.
ARTICLE 6 — CONDITIONS TO CLOSING
Section 6.1 — Conditions to Purchasers' Obligations
Each Purchaser's obligation to purchase such Purchaser's Note at the Closing is subject to the satisfaction (or written waiver by such Purchaser) of each of the following conditions:
(a) Representations and Warranties True. The representations and warranties of the Company contained in Article 3 of this Agreement shall be true and correct in all material respects as of the Closing Date (except for representations and warranties that speak as of a specific earlier date, which shall be true and correct in all material respects as of such date).
(b) Performance. The Company shall have performed and complied in all material respects with all agreements, obligations, and conditions set forth in this Agreement that are required to be performed or complied with by it at or prior to the Closing.
(c) Board Approval. The Board of Directors of the Company shall have duly approved the transactions contemplated by this Agreement by written consent or resolution, with the interested directors (Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway) having abstained from voting, and the disinterested directors (Nadia Chowdhury and Dr. Renata Moss) having voted unanimously in favor thereof. Evidence of such board approval (by board resolution or written consent dated September 11, 2025) shall have been delivered to the Purchasers.
(d) Preferred Stock Consents. The Company shall have delivered to the Purchasers evidence of (i) written consent of holders of a majority of the outstanding Series B Preferred Stock, obtained from Stonebridge Capital Partners Fund III, L.P. (holding 18,900,000 of 31,400,000 shares of Series B Preferred Stock, or approximately 60.2%), and (ii) written consent of holders of a majority of the outstanding Series A Preferred Stock, obtained from Whitepine Ventures Fund II, L.P. (holding 15,800,000 of 22,600,000 shares of Series A Preferred Stock, or approximately 69.9%).
(e) Secretary's Certificate. The Company shall have delivered to the Purchasers a certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, certifying as to (i) the Certificate of Incorporation and Bylaws of the Company, each as currently in effect, (ii) the board resolutions or written consent approving the transactions contemplated by this Agreement, (iii) the incumbency and specimen signatures of the authorized officers of the Company executing this Agreement and the Notes (including Marcus Eaton, Chief Financial Officer, and Priya Raghavan, General Counsel), and (iv) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated within ten (10) days of the Closing Date.
(f) Legal Opinion. Calderwood & Harkness LLP, counsel to the Company, shall have delivered its written opinion letter to the Purchasers, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers and their counsel, Ashford, Blake & Tan LLP, addressing such matters as the Purchasers and their counsel may reasonably request, including the due organization and good standing of the Company, the due authorization, execution, and delivery of this Agreement and the Notes, and the valid issuance of the Notes.
(g) Compliance Certificate. An authorized officer of the Company (Marcus Eaton, Chief Financial Officer, or Priya Raghavan, General Counsel) shall have delivered to the Purchasers a compliance certificate, dated as of the Closing Date, confirming the satisfaction of the conditions set forth in this Section 6.1.
(h) No Material Adverse Effect. Since the date of the most recent Financial Statements delivered to the Purchasers, no Material Adverse Effect shall have occurred and be continuing.
Section 6.2 — Conditions to Company's Obligations
The Company's obligation to issue and sell the Notes to the Purchasers at the Closing is subject to the satisfaction (or written waiver by the Company) of each of the following conditions:
(a) Representations and Warranties True. The representations and warranties of each Purchaser contained in Article 4 of this Agreement shall be true and correct in all material respects as of the Closing Date.
(b) Payment of Purchase Price. Each Purchaser shall have delivered to the Company the aggregate purchase price for such Purchaser's Note, in an amount equal to the principal amount of such Note as set forth on the Schedule of Purchasers (Exhibit B), by wire transfer of immediately available funds to the account designated by the Company.
(c) Accredited Investor Questionnaires. Each Purchaser shall have delivered to the Company a completed accredited investor questionnaire in form and substance satisfactory to the Company and its counsel, confirming such Purchaser's status as an "accredited investor" as defined in Rule 501(a) of Regulation D.
ARTICLE 7 — CONVERSION OF THE NOTES
Section 7.1 — Automatic Conversion upon Qualified Financing
Upon the closing of a Qualified Financing (as defined in Section 1.1), the outstanding principal amount of each Note, together with all accrued and unpaid interest thereon, shall automatically convert, without any further action on the part of the Company or any Purchaser, into shares of the series of Preferred Stock (or other equity securities) sold in the Qualified Financing, at the Conversion Price.
The number of shares of Preferred Stock issuable to each Purchaser upon such automatic conversion shall be equal to the quotient of (x) the outstanding principal amount of such Purchaser's Note plus all accrued and unpaid interest thereon as of the date of closing of the Qualified Financing, divided by (y) the Conversion Price.
The "Conversion Price" shall be the lesser of:
(a) The discount Price: eighty percent (80%) of the per-share price paid by new investors purchasing equity securities in the Qualified Financing (i.e., a twenty percent (20%) discount to the Qualified Financing price); or
(b) The Cap Price: the quotient obtained by dividing the Valuation Cap ($95,000,000) by the Fully Diluted Capitalization immediately prior to the closing of the Qualified Financing.
For illustrative purposes only, based on the current Fully Diluted Capitalization of approximately 112,800,000 shares, the Cap Price would be calculated as follows: