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Smart scan / 1013-00003
Calderwood & Harkness LLP
M&A / Corporate
Document types detected
Contract / agreement5
Analysis / memo5
Other1
Engagement letter1
Parties across the matter
Counsel Genome Dx Therapeutics IncDebt IncDelaware General CorpDue IncEquity IncGeneral CorpGenome Dx Therapeutics IncHARKNESS LLPHarkness LLPOFFERED FOR SAPURCHASE AND SAPacific Corporate Services IncStanding Genome Dx Therapeutics IncStonebridge Capital Management III LLC
Chronology
2027-03-12 · closing-checklist.xlsx
… : 7.00% per annum (700 bps), simple interest, 365-day year. Maturity: March 12, 2027 (18 months). Automatic conversion upon Qualified Financing (≥$25,000,000 gross proceeds) …
2027-03-12 · funds-flow-wire-instructions.xlsx
… simple interest, computed on a 365-day year, with a maturity date of March 12, 2027 (18 months from issuance). 6 | Total accrued interest at maturity (assuming no prior conv …
2027-03-12 · legal-opinion-letter.docx
… ). The Notes bear interest at a rate of 7.00% per annum and mature on March 12, 2027 (the "Maturity Date"). The Notes are convertible into shares of Preferred Stock of the Co …
2027-03-12 · secretary-certificate.docx
… hundred (700) basis points (7.00%) per annum, with a maturity date of March 12, 2027; (c) the reservation from the Company's authorized but unissued shares of Preferred Stock …
2027-03-12 · board-resolutions-note-issuance.docx
… onversion, as applicable. (b) Maturity Date. The Notes will mature on March 12, 2027, which is eighteen (18) months from the anticipated issuance date of September 12, 2025. …
2027-03-12 · series-a-preferred-consent.docx
… nd actual days elapsed. (iii) Maturity Date. The Notes will mature on March 12, 2027, which is eighteen (18) months from the anticipated date of issuance. (iv) Conversion. Th …
2027-03-12 · series-b-preferred-consent.docx
… conversion of the Notes. (c) Maturity Date. The Notes will mature on March 12, 2027, which is approximately eighteen (18) months from the anticipated date of issuance. Unles …
2027-03-12 · transaction-summary-memo.docx
… on range for insider bridge rounds. B. Maturity. The Notes mature on March 12, 2027 (the "Maturity Date"), which is eighteen (18) months from the issuance date of September …
2027-03-12 · form-of-convertible-promissory-note.docx
… nding principal amount in excess of $4,000,000. "Maturity Date" means March 12, 2027, which is the date that is eighteen (18) months from the Date of Issuance. "Note" means t …
2027-03-12 · note-purchase-agreement.docx
… mputed 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 conv …
2025-12-31 · engagement-letter-genomedx.docx
… each calendar year. In the event that this engagement extends beyond December 31, 2025, any rate adjustments will be communicated to the Company in advance. Fee Cap. Notwithsta …
2025-09-12 · closing-checklist.xlsx
… tatus | Notes 1 | Note Purchase Agreement (execution version) — dated September 12, 2025, among Genome Dx Therapeutics Inc. and the Purchasers, governing the issuance and sale of …
2025-09-12 · funds-flow-wire-instructions.xlsx
… ad Associate Supervised By | Howard Quinn, Responsible Partner Date | September 12, 2025 Client / Issuer | Genome Dx Therapeutics Inc. Transaction | Issuance of Convertible Promi …
2025-09-12 · legal-opinion-letter.docx
… : (415) 528-7000 Facsimile: (415) 528-7001 www.calderwoodharkness.com September 12, 2025 Dr. Lena Vasquez, Ph.D. 2288 La Jolla Scenic Drive La Jolla, CA 92037 Dr. Franklin Osei, …
2025-09-12 · secretary-certificate.docx
… SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC. September 12, 2025 Delivered pursuant to Section 5.03(d) of the Note Purchase Agreement, dated as of Septemb …
2025-09-12 · board-resolutions-note-issuance.docx
… , which is eighteen (18) months from the anticipated issuance date of September 12, 2025. (c) Automatic Conversion Upon a Qualified Financing. The Notes will be automatically con …
2025-09-12 · transaction-summary-memo.docx
… resentation on each side. Closing of the Transaction is scheduled for September 12, 2025 (the "Closing Date"). On the Closing Date, the Note Purchase Agreement ("NPA") and the in …
2025-09-12 · form-of-convertible-promissory-note.docx
… issued pursuant to that certain Note Purchase Agreement, dated as of September 12, 2025 (the "Purchase Agreement"), by and among the Company and the Purchasers named therein, in …
2025-09-12 · note-purchase-agreement.docx
… NOTE PURCHASE AGREEMENT Dated as of September 12, 2025 Among GENOME DX THERAPEUTICS INC. a Delaware corporation and THE PURCHASERS LISTED ON THE …
2025-09-12 · schedule-of-purchasers.docx
… CHEDULE OF PURCHASERS Exhibit B to the Note Purchase Agreement, dated September 12, 2025, by and among Genome Dx Therapeutics Inc. and the Purchasers listed herein. The following …
2025-09-11 · closing-checklist.xlsx
… sent of the Board of Directors of Genome Dx Therapeutics Inc. — dated September 11, 2025 | Calderwood & Harkness LLP (drafting); GenomeDx Board (execution) | September 11, 2025 | …
2025-09-11 · funds-flow-wire-instructions.xlsx
… ation, incumbency, and good standing. 8 | Board Written Consent dated September 11, 2025 approving the note issuance was executed by disinterested directors Nadia Chowdhury and D …
2025-09-11 · legal-opinion-letter.docx
… ion by Written Consent of the Board of Directors of the Company dated September 11, 2025 (the "Board Consent"), approving the execution, delivery, and performance by the Company …
2025-09-11 · secretary-certificate.docx
… on by Written Consent of the Board of Directors of the Company, dated September 11, 2025 (the "Board Consent"). The Board Consent was duly adopted in accordance with the applicab …
2025-09-11 · board-resolutions-note-issuance.docx
… DIRECTORS OF GENOME DX THERAPEUTICS INC. IN LIEU OF A SPECIAL MEETING September 11, 2025 The undersigned, constituting all of the disinterested members of the Board of Directors …
2025-09-11 · transaction-summary-memo.docx
… and Omar Siddiqui, Working Associate, Calderwood & Harkness LLP DATE: September 11, 2025 RE: Transaction Summary — Genome Dx Therapeutics Inc. Convertible Note Bridge Financing ( …
2025-09-11 · note-purchase-agreement.docx
… tions 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 …
2025-09-10 · closing-checklist.xlsx
… rdination); Stonebridge Capital Partners Fund III, L.P. (execution) | September 10, 2025 | Executed | Executed by James Calloway as Managing Partner of Stonebridge Capital Manage …
2025-09-10 · funds-flow-wire-instructions.xlsx
… >$5,000,000, per Series A IRA dated March 22, 2021. Consent delivered September 10, 2025. 11 | Accredited investor questionnaires have been completed by all four (4) Purchasers. …
2025-09-10 · legal-opinion-letter.docx
… e outstanding shares of Series B Preferred Stock of the Company dated September 10, 2025, executed by Stonebridge Capital Partners Fund III, L.P. (holding 18,900,000 shares of Se …
2025-09-10 · secretary-certificate.docx
… eferred Stock required under the Series A IRA. Such consent was dated September 10, 2025 and remains in full force and effect as of the date hereof. No other stockholder approval …
2025-09-10 · board-resolutions-note-issuance.docx
… livered its written consent to the incurrence of such indebtedness on September 10, 2025. Accordingly, all required stockholder consents under the Series B IRA and the Series A I …
2025-09-10 · series-a-preferred-consent.docx
… tion Law and the Investor Rights Agreement dated March 22, 2021 Date: September 10, 2025 The undersigned holder of shares of Series A Preferred Stock (as defined below) of Genome …
2025-09-10 · series-b-preferred-consent.docx
… ERAPEUTICS INC. ACTION BY WRITTEN CONSENT IN LIEU OF A MEETING Dated: September 10, 2025 The undersigned is a holder of shares of Series B Preferred Stock, par value $0.0001 per …
2025-09-08 · board-resolutions-note-issuance.docx
… nd the Transaction Documents, pursuant to the engagement letter dated September 8, 2025, between the Company and Calderwood & Harkness LLP, is hereby ratified and confirmed in a …
2025-09-08 · engagement-letter-genomedx.docx
… : (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com September 8, 2025 Priya Raghavan, Esq. General Counsel Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, …
2025-06-30 · closing-checklist.xlsx
… ully diluted ~112,800,000 shares. 409A FMV: $1.18/share common (as of June 30, 2025, per Ridgeline Valuation Partners LLC). [sheet: Key Transaction Summary] Field | Value Tr …
2025-06-30 · transaction-summary-memo.docx
… Valuation Partners LLC (lead appraiser: Thomas Greenfield, ASA) as of June 30, 2025, yielding a fair market value of $1.18 per share of common stock. B. Noteholders (Insider …
2023-08-15 · closing-checklist.xlsx
… tock — Consent to Debt Incurrence >$2,000,000 (per Series B IRA dated August 15, 2023) | Ashford, Blake & Tan LLP (coordination); Stonebridge Capital Partners Fund III, L.P. ( …
2023-08-15 · funds-flow-wire-instructions.xlsx
… B Preferred) for debt incurrence >$2,000,000, per Series B IRA dated August 15, 2023. 10 | Series A Preferred Written Consent obtained from Whitepine Ventures Fund II, L.P. ( …