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Client 1013 Capital Markets 12 docs · open →

Document types detected

Contract / agreement5

Analysis / memo4

Other2

Engagement letter1

Parties across the matter

AGREEMENT Genome Dx Therapeutics IncALDER CREEK LIFE SCICalifornia CorpCavanaugh LLPDelaware CorpDelaware General CorpEquity IncGeneral CorpGenome Dx Therapeutics IncHARKNESS LLPHarkness LLPOFFERED FOR SAPURCHASE AND SASecretary Genome Dx Therapeutics Inc

Chronology

2027-04-12 · closing-checklist.xlsx

… l 22, 2024 | Complete | 6.0% per annum simple interest, PIK; maturity April 12, 2027; conversion at lesser of 80% of QF price or Valuation Cap Price of $4.1451/share 1.4 | Tr …

2027-04-12 · funds-flow-memorandum.xlsx

… | $22,000,000 | 6.0% | Simple interest, paid-in-kind (PIK) annually | April 12, 2027 | $200,000,000 | $4.1451 | 48,250,000 | 20% | Original executed Note delivered to holder …

2027-04-12 · legal-opinion-issuers-counsel.docx

… by addition to the outstanding principal amount. The Notes mature on April 12, 2027 and are convertible into equity securities of the Company upon the occurrence of a Qualif …

2027-04-12 · closing-letter-to-client.docx

… ired during the term of the Notes. Maturity Date. The Notes mature on April 12, 2027, which is thirty-six (36) months from the original target Closing Date of April 12, 2024 …

2027-04-12 · internal-deal-memorandum.docx

… are repaid in cash at maturity. E. Maturity Date The Notes mature on April 12, 2027, which is 36 months from the Closing Date as defined in the NPA. It should be noted that …

2027-04-12 · board-written-consent.docx

… he 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"), …

2027-04-12 · form-of-convertible-promissory-note.docx

… exceeding Twenty Million Dollars ($20,000,000). "Maturity Date" means April 12, 2027, which date is thirty-six (36) months from the original target closing date of April 12, …

2027-04-12 · note-purchase-agreement-execution.docx

… he transactions contemplated by this Agreement. "Maturity Date" means April 12, 2027, which is thirty-six (36) months from the Closing Date. "MFN Period" means the period com …

2026-04-22 · form-of-convertible-promissory-note.docx

… Dates shall be as follows: (i) April 22, 2025 (first PIK Date); (ii) April 22, 2026 (second PIK Date); and (iii) the Maturity Date (to the extent accrued and unpaid interest …

2025-04-30 · closing-letter-to-client.docx

… the fiscal year ending December 31, 2024, with a delivery deadline of April 30, 2025. (iii) Monthly Cash Burn Reports. Monthly reports setting forth the Company's cash positi …

2025-04-22 · closing-checklist.xlsx

… ntive Plan) — Majority Holder consent required; MFN provision through April 22, 2025 | GenomeDx | Ongoing through maturity (April 12, 2027) | Ongoing | Majority Holder thresh …

2025-04-22 · form-of-convertible-promissory-note.docx

… xt succeeding interest period. The PIK Dates shall be as follows: (i) April 22, 2025 (first PIK Date); (ii) April 22, 2026 (second PIK Date); and (iii) the Maturity Date (to …

2024-12-31 · closing-letter-to-client.docx

… ivery obligation will arise in connection with the fiscal year ending December 31, 2024, with a delivery deadline of April 30, 2025. (iii) Monthly Cash Burn Reports. Monthly rep …

2024-12-31 · engagement-letter.docx

… f each calendar year. The current rates set forth above apply through December 31, 2024. The Firm will notify the Company of any rate changes in advance of their effective date. …

2024-08-14 · closing-letter-to-client.docx

… on with the quarter ending June 30, 2024, with a delivery deadline of August 14, 2024. (ii) Annual Financial Statements. Audited financial statements for each fiscal year, pre …

2024-06-30 · closing-checklist.xlsx

… A schedule | Ongoing | First quarterly delivery due within 45 days of June 30, 2024 quarter-end; auditors: Baxter & Calloway, CPAs (Nadia Sorensen, CPA) 5.9 | Post-Closing | …

2024-06-30 · closing-letter-to-client.docx

… delivery obligation will arise in connection with the quarter ending June 30, 2024, with a delivery deadline of August 14, 2024. (ii) Annual Financial Statements. Audited f …

2024-05-07 · closing-checklist.xlsx

2024-05-07 · closing-letter-to-client.docx

… e Notes occurred on April 22, 2024, establishing a filing deadline of May 7, 2024. We recommend that the Form D be filed as promptly as practicable following the Closing, …

2024-04-25 · closing-checklist.xlsx

2024-04-24 · closing-checklist.xlsx

2024-04-24 · legal-opinion-issuers-counsel.docx

… pany has represented to us that such filing will be made on or before April 24, 2024. In addition, the Company will make applicable blue sky filings and notices in the States …

2024-04-24 · closing-letter-to-client.docx

… cticable following the Closing, and we have targeted a filing date of April 24, 2024. Calderwood & Harkness LLP will prepare and file the Form D on the Company's behalf using …

2024-04-23 · internal-deal-memorandum.docx

… -CLIENT PRIVILEGED CALDERWOOD & HARKNESS LLP INTERNAL DEAL MEMORANDUM April 23, 2024 To: Deal File — Client Matter No. 1013-00002 From: Audrey Zhou, Associate, Capital Market …

2024-04-22 · closing-checklist.xlsx

… ent under Section 4(a)(2) / Rule 506(b) of Regulation D Closing Date: April 22, 2024 (originally targeted April 12, 2024) Prepared by: Audrey Zhou / Brendan Walsh — Calderwoo …

2024-04-22 · funds-flow-memorandum.xlsx

… ociate | Audrey Zhou Working Associate | Brendan Walsh Closing Date | April 22, 2024 Original Target Closing Date | April 12, 2024 (delayed due to updated officers' certifica …

2024-04-22 · legal-opinion-issuers-counsel.docx

… : (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com April 22, 2024 Pinnacle BioVentures Fund III, L.P. 101 Federal Street, 26th Floor Boston, MA 02110 Cormo …

2024-04-22 · officers-certificate.docx

… ction 6.2(c) of the Note Purchase Agreement dated as of April 9, 2024 April 22, 2024 This Officers' Certificate (this "Certificate") is delivered pursuant to Section 6.2(c) o …

2024-04-22 · secretarys-certificate.docx

… to Section 6.01(e) of the Note Purchase Agreement dated April 9, 2024 April 22, 2024 The undersigned, Priya Raghunathan, J.D., hereby certifies that she is the duly appointed …

2024-04-22 · closing-letter-to-client.docx

… 415) 772-8001 www.calderwoodharkness.com Client Matter No. 1013-00002 April 22, 2024 Priya Raghunathan, J.D. General Counsel & Corporate Secretary Genome Dx Therapeutics Inc. …

2024-04-22 · internal-deal-memorandum.docx

… Agreement dated April 9, 2024 (the "NPA"). The transaction closed on April 22, 2024. The original target closing date was April 12, 2024; the ten-day delay resulted from two …

2024-04-22 · form-of-convertible-promissory-note.docx

… he outstanding voting securities of the Company. "Closing Date" means April 22, 2024. "Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and its successors …

2024-04-19 · officers-certificate.docx

… by the Secretary of State of the State of Delaware, dated on or about April 19, 2024 (the "Refreshed Delaware Certificate"), confirming the good standing of the Company in th …

2024-04-19 · closing-letter-to-client.docx

… Disclosure Schedules to the Note Purchase Agreement, as finalized on April 19, 2024, and delivered by the Company to the Purchasers in connection with the Closing (reflectin …

2024-04-18 · officers-certificate.docx

… the Secretary of State of the State of California, dated on or about April 18, 2024, confirming the good standing and qualification of the Company in the State of California …

2024-04-17 · closing-letter-to-client.docx

… pany issued by the Secretary of State of the State of Delaware, dated April 17, 2024 (the refreshed certificate obtained to replace the original certificate dated March 29, 2 …

2024-04-12 · closing-checklist.xlsx

… (b) of Regulation D Closing Date: April 22, 2024 (originally targeted April 12, 2024) Prepared by: Audrey Zhou / Brendan Walsh — Calderwood & Harkness LLP Client Matter No.: …

2024-04-12 · funds-flow-memorandum.xlsx

… an Walsh Closing Date | April 22, 2024 Original Target Closing Date | April 12, 2024 (delayed due to updated officers' certificate and refreshed Delaware good-standing certif …

2024-04-12 · officers-certificate.docx

… owledge that the original Target Closing Date under the Agreement was April 12, 2024. The Closing was delayed from April 12, 2024 to April 22, 2024 in order to (i) permit fin …

2024-04-12 · closing-letter-to-client.docx

… g Date"). As you are aware, the original target closing date had been April 12, 2024. The Closing was delayed by ten calendar days to April 22, 2024 due to two procedural mat …