CALDERWOOD & HARKNESS LLP
Attorneys at Law
One Liberty Plaza, 52nd Floor New York, New York 10006
Telephone: (212) 504-6000 Facsimile: (212) 504-6100 www.calderwoodharkness.com
October 16, 2023
VIA EMAIL AND HAND DELIVERY
David Orenstein, Esq. General Counsel & Corporate Secretary Penterra Pharmaceuticals Corp. 400 Meridian Parkway, Suite 1200 Princeton, New Jersey 08540
Re: Penterra Pharmaceuticals Corp. — Good Standing Certificate (State of Delaware) Selling-Stockholder Secondary Offering of 6,250,000 Shares of Common Stock, Par Value $0.001 Per Share Underwriting Agreement dated October 12, 2023
Dear David:
We write in connection with the above-referenced matter. Calderwood & Harkness LLP encloses herewith a certified copy of the Certificate of Good Standing for Penterra Pharmaceuticals Corp. (the "Company") issued by the Secretary of State of the State of Delaware, dated October 16, 2023 (the "Certificate"). The Certificate was obtained in connection with the closing deliverables required under the Underwriting Agreement, dated as of October 12, 2023 (the "Underwriting Agreement"), by and among (i) the Company, (ii) the selling stockholders named therein (Dr. Elena Castellano, Dr. Riccardo Castellano, Dr. Marco Castellano, and Castellano Family Holdings LLC, collectively, the "Selling Stockholders"), and (iii) the several underwriters named therein (Ridgeline Securities LLC, as representative of the underwriters, Broadmark Capital Inc., Linden Groves & Co., and Harborview Partners LLC, collectively, the "Underwriters"), relating to the offering and sale by the Selling Stockholders of 6,250,000 shares of the Company's common stock, par value $0.001 per share (the "Firm Shares"). As you are aware, the closing of the offering is scheduled for October 17, 2023 (the "Closing Date").
Description of the Enclosed Certificate
The enclosed Certificate of Good Standing confirms that Penterra Pharmaceuticals Corp. is a corporation duly incorporated and in good standing under the laws of the State of Delaware. Specifically, the Certificate reflects that the Company has a legal existence as recorded in the office of the Delaware Secretary of State and that all franchise taxes and fees due and payable to the State of Delaware have been paid through the date of issuance of the Certificate. The Certificate was obtained through the expedited processing service offered by the Delaware Secretary of State's office to ensure timely delivery in advance of the Closing Date.
For the avoidance of doubt, the Company's registered agent in the State of Delaware remains actionaltional Registered Agents Inc., located at 251 Little Falls Drive, Wilmington, Delaware 19808, as reflected in the Company's certificate of incorporation on file with the Delaware Secretary of State.
Purpose and Context
The Certificate is being delivered as a condition precedent to closing under Section 6(e) of the Underwriting Agreement, which requires that the Company deliver to the Underwriters, at or prior to the Closing Date, a certificate of good standing issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date. The Certificate, dated October 16, 2023, satisfies this requirement.
In addition, the Certificate will be referenced in the legal opinion of Calderwood & Harkness LLP, as counsel to the Company, to be delivered to the Underwriters at the closing on October 17, 2023 (the "Issuer's Counsel Legal Opinion"). The Issuer's Counsel Legal Opinion will contain customary confirmations regarding the Company's due organization, valid existence, and good standing under the laws of the State of Delaware, in each case based in part upon the Certificate enclosed herewith. The Certificate will also be included in the permanent closing binder to be assembled following consummation of the offering.
Entity Identification Details
For reference and to facilitate accurate filing and recordkeeping, the relevant identification details for the Company are as follows:
Instructions and Action Items
We respectfully request that you confirm receipt of the enclosed Certificate at your earliest convenience by responding to this transmittal memorandum via email. Upon confirmation, we will circulate copies to all members of the working group for their records.
The original Certificate will be maintained in the permanent closing document binder to be prepared by Calderwood & Harkness LLP following the closing of the offering. Copies will be distributed to all working group members, including counsel to the Selling Stockholders and counsel to the Underwriters, in connection with the assembly and distribution of the closing binders.
Please also note that an additional certificate of good standing from the Delaware Secretary of State may be required in the event that the Underwriters exercise the over-allotment option granted to them under Section 2(b) of the Underwriting Agreement with respect to up to 937,500 additional shares of common stock (the "Option Shares") and a separate over-allotment closing occurs. The over-allotment option may be exercised, in whole or in part, at any time on or before November 16, 2023. Whether a new certificate of good standing will be required for the over-allotment closing will depend on the staleness of the enclosed Certificate at the time of such closing, taking into account the representations and covenants in the Underwriting Agreement and customary market practice regarding bring-down deliverables. We will monitor this issue and coordinate with counsel to the Underwriters at Caldwell, Pearce & Strauss LLP should an additional certificate become necessary.
Please do not hesitate to contact the undersigned or any other member of the Calderwood & Harkness LLP deal team should you have any questions regarding the enclosed Certificate or any other aspect of the closing deliverables for the offering. We look forward to a successful closing tomorrow.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Audrey Zhou Senior Associate Capital Markets Group
Direct Dial: (212) 504-6247
Email: audrey.zhou@calderwoodharkness.com
Enclosure:
Certificate of Good Standing — Penterra Pharmaceuticals Corp., issued by the Secretary of State of the State of Delaware, dated October 16, 2023
cc: (via email)
Jennifer Kwon, Partner, Calderwood & Harkness LLP Theodore Langston, Partner, Calderwood & Harkness LLP Brendan Walsh, Partner, Calderwood & Harkness LLP Margaret Hui, Partner, Caldwell, Pearce & Strauss LLP Ryan Petrosian, Associate, Caldwell, Pearce & Strauss LLP Patricia Velázquez, Partner, Whitfield & Garza LLP Jonathan Pryce-Hall, Managing Director, Ridgeline Securities LLC Samuel Okonkwo, Managing Director, Broadmark Capital Inc. Lisa Hargrove, Chief Financial Officer, Penterra Pharmaceuticals Corp.
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF GOOD STANDING
I, Jeffrey W. Bullock, Secretary of State of the State of Delaware, do hereby certify as follows:
PENTERRA PHARMACEUTICALS CORP. is a corporation duly incorporated on the 14th day of March, A.D. 2018, pursuant to the provisions of the General Corporation Law of the State of Delaware, as amended.
I do further certify that the aforesaid corporation is in good standing and has a legal existence so far as the records of this office show, as of the date of this certificate.
I do further certify that all franchise taxes and annual reports required to be paid or filed by the aforesaid corporation with this office have been timely paid and filed, and that no proceedings to forfeit or revoke the charter of the aforesaid corporation are pending.
I do further certify that this Certificate of Good Standing is issued and effective as of the 16th day of October, A.D. 2023.
Authentication / Verification Number: 9247-8381-6502
This certificate may be verified online at https://icis.corp.delaware.gov by entering the authentication number above.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover, this 16th day of October, A.D. 2023.
________________________________________
Jeffrey W. Bullock Secretary of State of the State of Delaware
[OFFICIAL SEAL]
Date: October 16, 2023
File Number: 6987452
| Item | Detail |
| Full Legal Name | Penterra Pharmaceuticals Corp. |
| State of Incorporation | Delaware |
| Employer Identification Number (EIN) | 82-4039571 |
| Nasdaq Global Select Market Ticker Symbol | PNTR |
| SEC Central Index Key (CIK) Number | 0001987654 |
| SEC Shelf Registration Statement File No. | 333-274851 |