| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 85-0800493 (I.R.S. Employer Identification No.) | |
| Jocelyn M. Arel, Esq. Laurie A. Burlingame, Esq. Daniel J. Espinoza, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000 | | | Jay H. Knight, Esq. Susan V. Sidwell, Esq. Lauren A. Brown, Esq. Bass Berry & Sims, PLC 150 Third Avenue South Suite 2800 Nashville, Tennessee 37201 Tel: (615) 742-6200 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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Title of Each Class of Securities to be Registered | | | | Amount to be Registered(2) | | | | Proposed Maximum Aggregate Offering Price(3) | | | | Amount of Registration Fee(4)(5) | | |||||||||
New POINT Common Stock(1) | | | | | | 60,240,279 | | | | | | $ | 655,414,235.52 | | | | | | $ | 71,505.70 | | |
Total | | | | | | 60,240,279 | | | | | | $ | 655,414,235.52 | | | | | | $ | 71,505.70 | | ��� |
| /s/ Peter Kolchinsky Peter Kolchinsky, Ph.D. Chairman of the Board of Directors | | | | |
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| | | | F-1 | | |
| | Share Ownership in New POINT | | | Share Ownership in New POINT | | ||||||||||||||||||||
| | No redemptions | | Maximum redemptions | | | No redemptions | | Maximum redemptions | | ||||||||||||||||
| | Percentage of Outstanding Shares | | Percentage of Outstanding Shares | | | Percentage of Outstanding Shares | | Percentage of Outstanding Shares | | ||||||||||||||||
Sponsor | | | | 4.2% | | | | | 4.9% | | | | | | 4.2% | | | | | 4.9% | | | ||||
Other initial stockholders of RACA | | | | 14.9% | | | | | —% | | | |||||||||||||||
Public Stockholders (other than the PIPE Investors) | | | | —% | | | | | —% | | | | | | 14.9% | | | | | —% | | | ||||
RA Capital (affiliate of Sponsor) | | | | 4.3% | | | | | 5.1% | | | | | | 4.3% | | | | | 5.1% | | | ||||
Other PIPE Investors | | | | 13.7% | | | | | 16.1% | | | | | | 13.7% | | | | | 16.1% | | | ||||
POINT Equityholders | | | | 62.9% | | | | | 73.9% | | | | | | 62.9% | | | | | 73.9% | | |
Company | | | Stage of Lead Comparable Program at the Time of Announcement | | | Transaction Enterprise Value | |
Endocyte, Inc. (announced Oct 18, 2018) | | | Phase III | | | $ 1.8 billion | |
Advanced Accelerator Applications S.A. (announced Oct 30, 2017) | | | Commercial (EU); registration (US) | | | $ 3.7 billion | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Peter Kolchinsky | | | RA Capital Management, L.P. | | | Investment Manager | | | Managing Partner | |
| | | Wave Life Sciences Ltd. | | | Therapeutics | | | Director | |
| | | Forma Therapeutics, Inc. Research Alliance Corp. II | | | Therapeutics Special Purpose Acquisition Company | | | Director Chief Executive Officer and Chairman | |
| | | Freenome Holdings Inc. | | | Diagnostic | | | Director | |
| | | Icosavax, Inc. | | | Biotechnology | | | Director | |
Matthew Hammond | | | RA Capital Management, L.P. | | | Investment Manager | | | Investment Principal | |
| | | Cerebral Therapeutics, Inc. Kira Pharmaceuticals, Inc. DTx Pharma, Inc. Research Alliance Corp. II | | | Therapeutics Therapeutics Therapeutics Special Purpose Acquisition Company | | | Director Director Director Chief Investment Officer and Director | |
Daniel S. Grau | | | TetraGenetics | | | Biopharmaceutical | | | Director | |
David C. Lubner | | | Arcellx, Inc. | | | Biopharmaceutical | | | Director | |
| | | Cervance Inc. | | | Biopharmaceutical | | | Director | |
| | | Ichnos Sciences, Inc. | | | Biopharmaceutical | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
| | | Dyne Therapeutics, Inc. | | | Biopharmaceutical | | | Director | |
| | | Gemini Theraputics, Inc. | | | Biopharmaceutical | | | Director | |
| | | Vor Biopharma, Inc. | | | Bipharmaceutical | | | Director | |
Michael P. Gray | | | Imara, Inc. | | | Biopharmaceutical | | | Chief Financial Officer and Chief Operating Officer | |
| | | Therapeutics Acquisition Corp. | | | POINT Biopharma Inc. | | | Pro Forma Adjustments (Assuming no redemptions) | | | Note 2 | | | Pro Forma Condensed Combined (Assuming no redemptions) | | | Additional Pro Forma Adjustments (Assuming maximum redemptions) | | | Note 2 | | | Pro Forma Condensed Combined (Assuming maximum redemptions) | | ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash | | | | $ | 699,534 | | | | | | — | | | | | $ | 135,709,741 | | | | a) | | | | $ | 295,885,760 | | | | | $ | (135,709,741) | | | | f) | | | | $ | 160,176,019 | | |
| | | | | | | | | | | | | | | | | (7,348,037) | | | | b) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (18,018,530) | | | | c) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 165,000,000 | | | | j) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 19,843,052 | | | | l) | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | — | | | | | | 19,843,052 | | | | | | (19,843,052) | | | | l) | | | | | — | | | | | | — | | | | | | | | | — | | |
Deferred financing costs | | | | | — | | | | | | 1,553,499 | | | | | | (1,553,499) | | | | c) | | | | | — | | | | | | — | | | | | | | | | — | | |
Prepaid expenses | | | | | 88,817 | | | | | | — | | | | | | 4,555,236 | | | | l) | | | | | 4,644,053 | | | | | | — | | | | | | | | | 4,644,053 | | |
Prepaid expenses and other current assets | | | | | — | | | | | | 4,555,236 | | | | | | (4,555,236) | | | | l) | | | | | — | | | | | | — | | | | | | | | | — | | |
Total current assets | | | | | 788,351 | | | | | | 25,951,787 | | | | | | 273,789,675 | | | | | | | | | 300,529,813 | | | | | | (135,709,741) | | | | | | | | | 164,820,072 | | |
Marketable securities held in trust account | | | | | 135,709,741 | | | | | | — | | | | | | (135,709,741) | | | | a) | | | | | — | | | | | | — | | | | | | | | | — | | |
Property, plant and equipment | | | | | — | | | | | | 12,698,122 | | | | | | — | | | | | | | | | 12,698,122 | | | | | | — | | | | | | | | | 12,698,122 | | |
TOTAL ASSETS | | | | $ | 136,498,092 | | | | | $ | 38,649,909 | | | | | $ | 138,079,934 | | | | | | | | $ | 313,227,935 | | | | | $ | (135,709,741) | | | | | | | | $ | 177,518,194 | | |
LIABILITIES & STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | | $ | 352,744 | | | | | $ | 3,373,990 | | | | | $ | (439,490) | | | | b) | | | | $ | 3,287,244 | | | | | | — | | | | | | | | $ | 3,287,244 | | |
Accrued expenses | | | | | 754,809 | | | | | | 2,971,051 | | | | | | (2,159,047) | | | | b) | | | | | 1,566,813 | | | | | | — | | | | | | | | | 1,566,813 | | |
Deferred underwriting commissions, current | | | | | 4,749,500 | | | | | | — | | | | | | (4,749,500) | | | | b) | | | | | — | | | | | | — | | | | | | | | | — | | |
Income taxes payable | | | | | — | | | | | | 128,307 | | | | | | — | | | | | | | | | 128,307 | | | | | | — | | | | | | | | | 128,307 | | |
Mortgage payable, net of debt discount | | | | | — | | | | | | 3,553,459 | | | | | | — | | | | | | | | | 3,553,459 | | | | | | — | | | | | | | | | 3,553,459 | | |
Total current liabilities | | | | | 5,857,053 | | | | | | 10,026,807 | | | | | | (7,348,037) | | | | | | | | | 8,535,823 | | | | | | — | | | | | | | | | 8,535,823 | | |
TOTAL LIABILITIES | | | | | 5,857,053 | | | | | | 10,026,807 | | | | | | (7,348,037) | | | | | | | | | 8,535,823 | | | | | | — | | | | | | | | | 8,535,823 | | |
Class A Common stock subject to possible redemption, 12,564,103 shares at $10.00 per share | | | | | 125,641,030 | | | | | | — | | | | | | (125,641,030) | | | | e) | | | | | — | | | | | | — | | | | | | | | | — | | |
STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized, 1,477,297 shares issued and outstanding (excluding 12,564,103 shares subject to possible redemption) at March 31, 2021 | | | | | 148 | | | | | | — | | | | | | 339 | | | | d) | | | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 1,256 | | | | e) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,650 | | | | j) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (3,393) | | | | k) | | | | | | | | | | | | | | | | | | | | | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 shares issued and outstanding at March 31, 2021 | | | | | 339 | | | | | | — | | | | | | (339) | | | | d) | | | | | — | | | | | | — | | | | | | | | | — | | |
New POINT Common Stock, $0.0001 par value | | | | | — | | | | | | — | | | | | | 5,758 | | | | g) | | | | | 9,151 | | | | | | (1,357) | | | | f) | | | | | 7,794 | | |
| | | | | | | | | | | | | | | | | 3,393 | | | | k) | | | | | | | | | | | | | | | | | | | | | | |
Common shares, par value $0.001 per share, 50,000,000 authorized, 16,051,884 issued and outstanding as at March 31, 2021 | | | | | — | | | | | | 16,052 | | | | | | (16,052) | | | | g) | | | | | — | | | | | | — | | | | | | | | | — | | |
Additional paid-in-capital | | | | | 6,710,075 | | | | | | 47,773,698 | | | | | | (18,335,366) | | | | c) | | | | | 326,097,254 | | | | | | (135,708,384) | | | | f) | | | | | 190,388,870 | | |
| | | | | | | | | | | | | | | | | 125,639,774 | | | | e) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,710,553) | | | | g) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 16,052 | | | | g) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (5,758) | | | | g) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 164,998,350 | | | | j) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,010,982 | | | | i) | | | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit | | | | | (1,710,553) | | | | | | (19,166,648) | | | | | | (1,236,663) | | | | c) | | | | | (21,414,293) | | | | | | — | | | | | | | | | (21,414,293) | | |
| | | | | | | | | | | | | | | | | 1,710,553 | | | | g) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,010,982) | | | | i) | | | | | | | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS’ EQUITY | | | | | 5,000,009 | | | | | | 28,623,102 | | | | | | 271,069,001 | | | | | | | | | 304,692,112 | | | | | | (135,709,741) | | | | | | | | | 168,982,371 | | |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | | | | $ | 136,498,092 | | | | | $ | 38,649,909 | | | | | $ | 138,079,934 | | | | | | | | $ | 313,227,935 | | | | | $ | (135,709,741) | | | | | | | | $ | 177,518,194 | | |
| | | Therapeutics Acquisition Corp. for the three months ended March 31, 2021 | | | POINT Biopharma Inc. for the three months ended March 31, 2021 | | | Pro Forma Adjustments (Assuming no redemptions) | | | Note 2 | | | Pro Forma Condensed Combined (Assuming no redemptions) | | | Additional Pro Forma Adjustments (Assuming maximum redemptions) | | | Note 2 | | | Pro Forma Condensed Combined (Assuming maximum redemptions) | | ||||||||||||||||||
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development | | | | | — | | | | | | 4,269,298 | | | | | | — | | | | | | | | | 4,269,298 | | | | | | — | | | | | | | | | 4,269,298 | | |
Formation and operating costs | | | | | 1,402,386 | | | | | | — | | | | | | — | | | | | | | | | 1,402,386 | | | | | | — | | | | | | | | | 1,402,386 | | |
General and administrative | | | | | — | | | | | | 1,464,692 | | | | | | — | | | | | | | | | 1,464,692 | | | | | | — | | | | | | | | | 1,464,692 | | |
Loss from operations | | | | | 1,402,386 | | | | | | 5,733,990 | | | | | | — | | | | | | | | | 7,136,376 | | | | | | — | | | | | | | | | 7,136,376 | | |
Other income (expenses) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in trust account | | | | | 3,346 | | | | | | — | | | | | | | | | | | | | | | 3,346 | | | | | | — | | | | | | | | | 3,346 | | |
Finance costs | | | | | — | | | | | | (2,799) | | | | | | — | | | | | | | | | (2,799) | | | | | | — | | | | | | | | | (2,799) | | |
Foreign currency loss | | | | | — | | | | | | (7,207) | | | | | | — | | | | | | | | | (7,207) | | | | | | — | | | | | | | | | (7,207) | | |
Net loss before income taxes | | | | | 1,399,040 | | | | | | 5,743,996 | | | | | | — | | | | | | | | | 7,143,036 | | | | | | — | | | | | | | | | 7,143,036 | | |
Provision for income taxes | | | | | — | | | | | | (40,425) | | | | | | — | | | | | | | | | (40,425) | | | | | | — | | | | | | | | | (40,425) | | |
Net loss | | | | | 1,399,040 | | | | | | 5,784,421 | | | | | | — | | | | | | | | | 7,183,461 | | | | | | — | | | | | | | | | 7,183,461 | | |
Basic and diluted net loss per Class A shares, per POINT common share and per New POINT common share | | | | $ | — | | | | | $ | 0.37 | | | | | | | | | | | | | | $ | 0.08 | | | | | | | | | | | | | | $ | 0.09 | | |
Weighted average shares outstanding of Class A redeemable common stock and common shares | | | | | 13,570,000 | | | | | | 15,799,284 | | | | | | | | | | | | | | | 90,609,866 | | | | | | | | | | | | | | | 77,039,866 | | |
Basic and diluted net loss per Class B shares | | | | $ | [0.36] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B non-redeemable common stock | | | | | 3,863,900 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Therapeutics Acquisition Corp. for the period from April 15, 2020 (Inception) through to December 31, 2020 | | | POINT Biopharma Inc. for the year ended December 31, 2020 | | | Pro Forma Adjustments (Assuming no redemptions) | | | Note 2 | | | Pro Forma Condensed Combined (Assuming no redemptions) | | | Additional Pro Forma Adjustments (Assuming maximum redemptions) | | | Note 2 | | | Pro Forma Condensed Combined (Assuming maximum redemptions) | | ||||||||||||||||||
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development | | | | | — | | | | | | 9,142,156 | | | | | | 1,010,982 | | | | n) | | | | | 10,153,138 | | | | | | — | | | | | | | | | 10,153,138 | | |
Formation and operating costs | | | | | 317,908 | | | | | | — | | | | | | — | | | | | | | | | 317,908 | | | | | | — | | | | | | | | | 317,908 | | |
General and administrative | | | | | — | | | | | | 3,972,649 | | | | | | 1,236,663 | | | | m) | | | | | 5,209,312 | | | | | | — | | | | | | | | | 5,209,312 | | |
Loss from operations | | | | | 317,908 | | | | | | 13,114,805 | | | | | | 2,247,645 | | | | | | | | | 15,680,358 | | | | | | — | | | | | | | | | 15,680,358 | | |
Other income (expenses) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in trust account | | | | | 6,395 | | | | | | — | | | | | | | | | | | | | | | 6,395 | | | | | | — | | | | | | | | | 6,395 | | |
Finance costs | | | | | — | | | | | | (5,354) | | | | | | — | | | | | | | | | (5,354) | | | | | | — | | | | | | | | | (5,354) | | |
Foreign currency loss | | | | | — | | | | | | (164,962) | | | | | | — | | | | | | | | | (164,962) | | | | | | — | | | | | | | | | (164,962) | | |
Net loss before income taxes | | | | | 311,513 | | | | | | 13,285,121 | | | | | | 2,247,645 | | | | | | | | | 15,844,279 | | | | | | — | | | | | | | | | 15,844,279 | | |
Provision for income taxes | | | | | — | | | | | | (87,882) | | | | | | — | | | | | | | | | (87,882) | | | | | | — | | | | | | | | | (87,882) | | |
Net loss | | | | | 311,513 | | | | | | 13,373,003 | | | | | | 2,247,645 | | | | | | | | | 15,932,161 | | | | | | — | | | | | | | | | 15,932,161 | | |
Basic and diluted net loss per Class A shares, per POINT common share and per New POINT common share | | | | $ | — | | | | | $ | 1.24 | | | | | | | | | | | | | | $ | 0.22 | | | | | | | | | | | | | | $ | 0.27 | | |
Weighted average shares outstanding of Class A redeemable common stock and common shares | | | | | 13,570,000 | | | | | | 10,783,895 | | | | | | | | | | | | | | | 72,463,090 | | | | | | | | | | | | | | | 58,893,090 | | |
Basic and diluted net loss per Class B shares | | | | $ | [0.09] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B non-redeemable common stock | | | | | 3,708,573 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock price | | | $ 25 | |
| Exercise price | | | $ 25 | |
| Time to maturity | | | 5.4 years | |
| Annual risk-free interest rate | | | 0.72% | |
| Annualized volatility | | | 65% | |
| | | Assuming no RACA Class A Share redemptions | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | | | Par Value | | | Additional Paid-in Capital | | |||||||||||||||||||||||||||||||||||||||||||||||
| RACA Class A | | | RACA Class B | | | POINT | | | New POINT Common Stock | | | RACA Class A | | | RACA Class B | | | POINT | | | New POINT Common Stock | | ||||||||||||||||||||||||||||||||
RACA balance, March 31, 2021 | | | | | 1,477,297 | | | | | | 3,392,500 | | | | | | — | | | | | | — | | | | | | 148 | | | | | | 339 | | | | | | — | | | | | | — | | | | | | 6,710,075 | | |
Class A Common stock subject to possible redemption, 12,564,103 shares at $10.00 per share | | | | | 12,564,103 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,256 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,639,774 | | |
Class A common stock redeemed | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Automatic conversion of RACA Class B shares into Class A common shares | | | | | 3,392,500 | | | | | | (3,392,500) | | | | | | — | | | | | | — | | | | | | 339 | | | | | | (339) | | | | | | — | | | | | | — | | | | | | — | | |
Private placement of RACA shares | | | | | 16,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 164,998,350 | | |
Elimination of RACA accumulated deficit | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,710,553) | | |
Conversion of RACA Class A shares to New POINT Common Stock at a conversion ratio of 1:1 | | | | | (33,933,900) | | | | | | — | | | | | | — | | | | | | 33,933,900 | | | | | | (3,393) | | | | | | — | | | | | | — | | | | | | 3,393 | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 33,933,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,393 | | | | | | 295,637,646 | | |
POINT balance, March 31, 2021 | | | | | — | | | | | | — | | | | | | 16,051,884 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,052 | | | | | | — | | | | | | 47,773,698 | | |
Conversion of POINT common shares into New POINT Common Stock at a conversion ratio of 3.59:1 | | | | | — | | | | | | — | | | | | | (16,051,884) | | | | | | 57,582,105 | | | | | | — | | | | | | — | | | | | | (16,052) | | | | | | 5,758 | | | | | | 10,294 | | |
Accelerated vesting of POINT options due to the Business Combination | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,010,982 | | |
Transaction costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,335,366) | | |
Ending balance, March 31, 2021 | | | | | — | | | | | | — | | | | | | — | | | | | | 91,516,005 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,151 | | | | | | 326,097,254 | | |
| | | Assuming maximum number of RACA Class A Share redemptions | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | | | Par Value | | | Additional Paid-in Capital | | |||||||||||||||||||||||||||||||||||||||||||||||
| RACA Class A | | | RACA Class B | | | POINT | | | New POINT Common Stock | | | RACA Class A | | | RACA Class B | | | POINT | | | New POINT Common Stock | | ||||||||||||||||||||||||||||||||
RACA balance, March 31, 2021 | | | | | 1,477,297 | | | | | | 3,392,500 | | | | | | — | | | | | | — | | | | | | 148 | | | | | | 339 | | | | | | — | | | | | | — | | | | | | 6,710,075 | | |
Class A Common stock subject to possible redemption, 12,564,103 shares at $10.00 per share | | | | | 12,564,103 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,256 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,639,774 | | |
Class A common stock redeemed | | | | | (13,570,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,357) | | | | | | — | | | | | | — | | | | | | — | | | | | | (135,708,384) | | |
Automatic conversion of RACA Class B shares into Class A common shares | | | | | 3,392,500 | | | | | | (3,392,500) | | | | | | — | | | | | | — | | | | | | 339 | | | | | | (339) | | | | | | — | | | | | | — | | | | | | — | | |
Private placement of RACA shares | | | | | 16,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 164,998,350 | | |
Elimination of RACA accumulated deficit | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,710,553) | | |
Conversion of RACA Class A shares to New POINT Common Stock at a conversion ratio of 1:1 | | | | | (20,363,900) | | | | | | — | | | | | | — | | | | | | 20,363,900 | | | | | | (2,036) | | | | | | — | | | | | | — | | | | | | 2,036 | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 20,363,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,036 | | | | | | 159,929,262 | | |
POINT balance, March 31, 2021 | | | | | — | | | | | | — | | | | | | 16,051,884 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,052 | | | | | | — | | | | | | 47,773,698 | | |
Conversion of POINT common shares into New POINT Common Stock at a conversion ratio of 3.59:1 | | | | | — | | | | | | — | | | | | | (16,051,884) | | | | | | 57,582,105 | | | | | | — | | | | | | — | | | | | | (16,052) | | | | | | 5,758 | | | | | | 10,294 | | |
Accelerated vesting of POINT options due to the Business Combination | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,010,982 | | |
Transaction costs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,335,366) | | |
Ending balance, March 31, 2021 | | | | | — | | | | | | — | | | | | | — | | | | | | 77,946,005 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,794 | | | | | | 190,388,870 | | |
| | | POINT Options | | | New POINT Options | | ||||||
RACA balance, Mar 31, 2021 | | | | | — | | | | | | — | | |
POINT options outstanding, March 31, 2021 | | | | | 741,006 | | | | | | — | | |
Transfer of POINT options to New POINT options at a conversion ratio of 3.59:1 | | | | | (741,006) | | | | | | 2,658,173 | | |
Ending balance, March 31, 2021 | | | | | — | | | | | | 2,658,173 | | |
| | | For the three months ended Mar 31, 2021 (Assuming no redemptions) | | | For the three months ended Mar 31, 2021 (Assuming maximum redemptions) | | ||||||
Pro forma net loss | | | | $ | 7,183,461 | | | | | $ | 7,183,461 | | |
Basic and diluted weighted average number of common shares outstanding | | | | | 90,609,866 | | | | | | 77,039,866 | | |
Loss per share – basic and diluted | | | | $ | 0.08 | | | | | $ | 0.09 | | |
| | | Number of New POINT common shares (Assuming no redemptions) | | | Number of New POINT common shares (Assuming maximum redemptions) | | ||||||
RACA weighted average number of Class A redeemable common stock, as of Mar 31, 2021 | | | | | 13,570,000 | | | | | | 13,570,000 | | |
RACA weighted average number of Class B redeemable common stock and founders shares not subject to redemption after being automatically converted on 1:1 basis for RACA Class A common stock, as of Mar 31, 2021 | | | | | 3,863,900 | | | | | | 3,863,900 | | |
Redemption of RACA Class A common shares, subject to redemption | | | | | — | | | | | | (13,570,000) | | |
Private placement of RACA shares | | | | | 16,500,000 | | | | | | 16,500,000 | | |
| | | | | 33,933,900 | | | | | | 20,363,900 | | |
Conversion of RACA shares into New POINT Common Stock at a conversion ratio of 1:1 | | | | | 33,933,900 | | | | | | 20,363,900 | | |
Conversion of POINT common shares into New POINT Common Stock at a conversion ratio of 3.59:1 | | | | | 56,675,966 | | | | | | 56,675,966 | | |
Total weighted average number of New POINT common shares outstanding | | | | | 90,609,866 | | | | | | 77,039,866 | | |
| | | For the year ended December 31, 2020 (Assuming no redemptions) | | | For the year ended December 31, 2020 (Assuming maximum redemptions) | | ||||||
Pro forma net loss | | | | $ | 15,932,161 | | | | | $ | 15,932,161 | | |
Basic and diluted weighted average number of common shares outstanding | | | | | 72,463,090 | | | | | | 58,893,090 | | |
Loss per share – basic and diluted | | | | $ | 0.22 | | | | | $ | 0.27 | | |
| | | Number of New POINT common shares (Assuming no redemptions) | | | Number of New POINT common shares (Assuming maximum redemptions) | | ||||||
RACA weighted average number of Class A redeemable common stock, as of December 31, 2020 | | | | | 13,570,000 | | | | | | 13,570,000 | | |
RACA weighted average number of Class B redeemable common stock and founders shares not subject to redemption after being automatically converted on 1:1 basis for RACA Class A common stock, as of December 31, 2020 | | | | | 3,708,573 | | | | | | 3,708,573 | | |
Redemption of RACA Class A common shares, subject to redemption | | | | | — | | | | | | (13,570,000) | | |
Private placement of RACA shares | | | | | 16,500,000 | | | | | | 16,500,000 | | |
| | | | | 33,778,573 | | | | | | 20,208,573 | | |
Conversion of RACA shares into New POINT Common Stock at a conversion ratio of 1:1 | | | | | 33,778,573 | | | | | | 20,208,573 | | |
Conversion of POINT common shares into New POINT Common Stock at a conversion ratio of 3.59:1 | | | | | 38,684,517 | | | | | | 38,684,517 | | |
Total weighted average number of New POINT common shares outstanding | | | | | 72,463,090 | | | | | | 58,893,090 | | |
| | | New POINT common shares | | |||
New POINT common shares issued for POINT common shares issued and outstanding as at March 31, 2021 | | | | | 57,582,105 | | |
Additional New POINT common shares reserved for the future issuance of POINT vested options | | | | | 917,895 | | |
Business Combination consideration | | | | | 58,500,000 | | |
New POINT common shares reserved for the future issuance of POINT unvested options | | | | | 1,740,279 | | |
Total New POINT common shares potentially issuable to POINT | | | | | 60,240,279 | | |
| | | GEP-NETs N=134 | | | Non-GEP-NETs N=33 | | ||||||
PFS @ 12 months* | | | | | 90.9% | | | | | | 83.6% | | |
mPFS | | | 33.3 mo | | | 24.8 mo | | ||||||
ORR per RECIST 1.1 | | | | | 19% | | | | | | 24% | | |
| | | For the three months ended March 31, 2021 | | | For the three months ended March 31, 2020 | | | Change | | |||||||||||||||
(In U.S. dollars) | | | $ | | | % | | ||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development | | | | | 4,269,298 | | | | | | 385,594 | | | | | | 3,883,704 | | | | | | 1007.2% | | |
General and administrative | | | | | 1,464,692 | | | | | | 1,023,664 | | | | | | 441,028 | | | | | | 43.1% | | |
Total operating expenses | | | | | 5,733,990 | | | | | | 1,409,258 | | | | | | 4,324,732 | | | | | | 306.9% | | |
Loss from operations | | | | | (5,733,990) | | | | | | (1,409,258) | | | | | | (4,324,732) | | | | | | 306.9% | | |
Other expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Finance costs | | | | | (2,799) | | | | | | — | | | | | | (2,799) | | | | | | (100.0)% | | |
Foreign currency loss | | | | | (7,207) | | | | | | (158,332) | | | | | | 151,125 | | | | | | (95.4)% | | |
Total other expenses | | | | | (10,006) | | | | | | (158,332) | | | | | | 148,326 | | | | | | (93.7)% | | |
Loss before provision for income taxes | | | | | (5,743,996) | | | | | | (1,567,590) | | | | | | (4,176,406) | | | | | | 266.4% | | |
Provision for income taxes | | | | | (40,425) | | | | | | (15,244) | | | | | | (25,181) | | | | | | 165.2% | | |
Net loss | | | | | (5,784,421) | | | | | | (1,582,834) | | | | | | (4,201,587) | | | | | | 265.4% | | |
| | | For the three months ended March 31, 2021 | | | For the three months ended March 31, 2020 | | | Change | | |||||||||||||||
(In U.S. dollars) | | | $ | | | % | | ||||||||||||||||||
Research and development expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits | | | | | 1,018,370 | | | | | | 85,213 | | | | | | 933,157 | | | | | | 1095% | | |
Sponsored research & product licenses | | | | | 922,287 | | | | | | — | | | | | | 922,287 | | | | | | 100% | | |
Clinical trial | | | | | 1,793,779 | | | | | | 63,836 | | | | | | 1,729,943 | | | | | | 2710% | | |
Contract manufacturing | | | | | 363,093 | | | | | | 236,545 | | | | | | 126,548 | | | | | | 53% | | |
Regulatory consulting | | | | | 171,769 | | | | | | — | | | | | | 171,769 | | | | | | 100% | | |
Total | | | | | 4,269,298 | | | | | | 385,594 | | | | | | 3,883,704 | | | | | | 1007% | | |
| | | For the three months ended March 31, 2021 | | | For the three months ended March 31, 2020 | | | Change | | |||||||||||||||
(In U.S. dollars) | | | $ | | | % | | ||||||||||||||||||
General and administrative expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits | | | | | 609,978 | | | | | | 805,975 | | | | | | (195,997) | | | | | | (24.3)% | | |
Consulting and accounting | | | | | 327,747 | | | | | | 19,557 | | | | | | 308,190 | | | | | | 1575.9% | | |
Legal expenses | | | | | 254,334 | | | | | | 103,158 | | | | | | 151,176 | | | | | | 146.5% | | |
Insurance | | | | | 31,045 | | | | | | — | | | | | | 31,045 | | | | | | 100.0% | | |
Office expenses | | | | | 93,567 | | | | | | 60,782 | | | | | | 32,785 | | | | | | 53.9% | | |
Advertising | | | | | 50,232 | | | | | | 10,673 | | | | | | 39,559 | | | | | | 370.6% | | |
Other expenses | | | | | 97,789 | | | | | | 23,519 | | | | | | 74,270 | | | | | | 315.8% | | |
Total | | | | | 1,464,692 | | | | | | 1,023,664 | | | | | | 441,028 | | | | | | 43.1% | | |
(In U.S. dollars) | | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | | Change * | | |||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Research and development | | | | | 9,142,156 | | | | | | 290 | | | | | | 9,141,866 | | |
General and administrative | | | | | 3,972,649 | | | | | | 8,739 | | | | | | 3,963,910 | | |
Total operating expenses | | | | | 13,114,805 | | | | | | 9,029 | | | | | | 13,105,776 | | |
Loss from operations | | | | | (13,114,805) | | | | | | (9,029) | | | | | | (13,105,776) | | |
Other expenses: | | | | | | | | | | | | | | | | | | | |
Finance costs | | | | | (5,354) | | | | | | — | | | | | | (5,354) | | |
Foreign currency loss | | | | | (164,962) | | | | | | (195) | | | | | | (164,767) | | |
Total other expenses | | | | | (170,316) | | | | | | (195) | | | | | | (170,121) | | |
Loss before provision for income taxes | | | | | (13,285,121) | | | | | | (9,224) | | | | | | (13,275,897) | | |
Provision for income taxes | | | | | (87,882) | | | | | | — | | | | | | (87,882) | | |
Net loss | | | | | (13,373,003) | | | | | | (9,224) | | | | | | (13,363,779) | | |
(In U.S. dollars) | | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | | Change * | | |||||||||
Research and development expenses: | | | | | | | | | | | | | | | | | | | |
Salaries and benefits | | | | | 1,331,706 | | | | | | — | | | | | | 1,331,706 | | |
Sponsored research & product licenses | | | | | 4,181,093 | | | | | | — | | | | | | 4,181,093 | | |
Clinical trial | | | | | 1,405,508 | | | | | | — | | | | �� | | 1,405,508 | | |
Contract manufacturing | | | | | 1,889,898 | | | | | | — | | | | | | 1,889,898 | | |
Regulatory consulting | | | | | 333,950 | | | | | | 290 | | | | | | 333,660 | | |
Total | | | | | 9,142,156 | | | | | | 290 | | | | | | 9,141,866 | | |
(In U.S. dollars) | | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | | Change * | | |||||||||
General and administrative expenses: | | | | | | | | | | | | | | | | | | | |
Salaries and benefits | | | | | 2,570,296 | | | | | | — | | | | | | 2,570,296 | | |
Consulting and accounting | | | | | 450,110 | | | | | | — | | | | | | 450,110 | | |
Legal expenses | | | | | 519,816 | | | | | | — | | | | | | 519,816 | | |
Insurance | | | | | 92,643 | | | | | | — | | | | | | 92,643 | | |
Office expenses | | | | | 118,628 | | | | | | 6,930 | | | | | | 111,697 | | |
Advertising | | | | | 43,767 | | | | | | 1,809 | | | | | | 41,958 | | |
Other expenses | | | | | 177,390 | | | | | | — | | | | | | 177,390 | | |
Total | | | | | 3,972,649 | | | | | | 8,739 | | | | | | 3,963,910 | | |
| | | As at March 31, 2021 | | | As at December 31, 2020 | | | Change | | |||||||||||||||
(In U.S. dollars) | | | $ | | | % | | ||||||||||||||||||
Current assets | | | | | 25,951,787 | | | | | | 12,397,095 | | | | | | 13,554,692 | | | | | | 109% | | |
Current liabilities | | | | | 10,026,807 | | | | | | 5,163,557 | | | | | | 4,863,250 | | | | | | 94% | | |
Total working capital | | | | | 15,924,980 | | | | | | 7,233,538 | | | | | | 8,691,442 | | | | | | 120% | | |
| | | For the three months ended March 31, 2021 | | | For the three months ended March 31, 2020 | | | Change | | |||||||||||||||
(In U.S. dollars) | | | $ | | | % | | ||||||||||||||||||
Net cash flows used in operating activities | | | | | (8,252,975) | | | | | | (405,203) | | | | | | (7,847,772) | | | | | | 1937% | | |
Net cash flows used in investing activities | | | | | (2,900,722) | | | | | | — | | | | | | (2,900,722) | | | | | | (100.0)% | | |
Net cash flows provided by financing activities | | | | | 20,450,000 | | | | | | 4,304,500 | | | | | | 16,145,500 | | | | | | 375% | | |
Net increase (decrease) in cash and cash equivalents | | | | | 9,296,303 | | | | | | 3,899,297 | | | | | | 5,397,005 | | | | | | 138% | | |
(In U.S. dollars) | | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | | Change * | | |||||||||
Net cash flows used in operating activities | | | | | (8,308,210) | | | | | | — | | | | | | (8,308,210) | | |
Net cash flows used in investing activities | | | | | (9,797,400) | | | | | | — | | | | | | (9,797,400) | | |
Net cash flows provided by financing activities | | | | | 28,652,359 | | | | | | — | | | | | | 28,652,359 | | |
Net increase (decrease) in cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | | | | | 10,546,749 | | |
(In U.S. dollars) | | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | | Change * | | |||||||||
Net cash flows used in operating activities | | | | | (8,308,210) | | | | | | — | | | | | | (8,308,210) | | |
Net cash flows used in investing activities | | | | | (9,797,400) | | | | | | — | | | | | | (9,797,400) | | |
Net cash flows provided by financing activities | | | | | 28,652,359 | | | | | | — | | | | | | 28,652,359 | | |
Net increase (decrease) in cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | | | | | 10,546,749 | | |
Compensation Element | | | Purpose | |
Base Salary | | | To provide stable and competitive income. | |
Annual Incentives | | | To motivate and reward short-term behaviors, actions and results that drive long-term value creation. | |
Long-Term Incentives | | | To encourage executives to maximize long-term shareholder value (provided in the form of options) | |
Name and Principal Position | | | Year | | | Salary ($)(1)(2) | | | Bonus ($) | | | Option Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Dr. Joe McCann, Ph.D., Chief Executive Officer | | | | | 2020 | | | | | | 217,510 | | | | | | — | | | | | | — | | | | | | 64,197 | | | | | | — | | | | | | 281,707 | | |
Bill Demers, Chief Financial Officer | | | | | 2020 | | | | | | 61,734 | | | | | | — | | | | | | 624,750 | | | | | | 16,529 | | | | | | — | | | | | | 703,013 | | |
Jessica Jensen, Executive Vice President Clinical Development | | | | | 2020 | | | | | | 121,874 | | | | | | 60,000(3) | | | | | | 379,050 | | | | | | 81,250 | | | | | | 1,756(6) | | | | | | 643,930 | | |
| | | Dr. Joe McCann Ph.D., CEO | | | Bill Demers, CFO | | | Jessica Jensen, EVP Clinical Development | | |||||||||
Short Term Success | | | | | 30% | | | | | | 30% | | | | | | 30% | | |
Long Term Success | | | | | 20% | | | | | | 20% | | | | | | 20% | | |
Personal Success | | | | | 50% | | | | | | 50% | | | | | | 50% | | |
| | | Option Awards | | |||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||
Dr. Joe McCann, Ph.D. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bill Demers | | | | | — | | | | | | 50,000(3) | | | | | | 25.00 | | | | | | 8/16/26 | | |
Jessica Jensen | | | | | 35,000(1) | | | | | | — | | | | | | 25.00 | | | | | | 7/19/26 | | |
Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($) | | Option Awards ($) | | All Other Compensation ($)(1) | | Total ($) | | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($) | | Option Awards ($) | | All Other Compensation ($)(1) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||
Dr. Neil Fleshner | | | | | | | | | | | | | | | | | | | 98,750(2) | | | | | 98,750 | | | | | | | | | | | | | | | | | | | | | 98,750(2) | | | | | 98,750 | | | ||||||||||
Peggy Gilmour | | | | 4,675 | | | | | | | | | | 125,210 | | | | | | | | | | 129,885 | | | ||||||||||||||||||||||||||||||||||||
Margaret E. Gilmour | | | | 4,675 | | | | | | | | | | 125,210 | | | | | | | | | | 129,885 | | | ||||||||||||||||||||||||||||||||||||
Howard Glase | | | | 3,000 | | | | | | | | | | 125,210 | | | | | | | | | | 128,210 | | | | | | 3,000 | | | | | | | | | | 125,210 | | | | | | | | | | 128,210 | | | ||||||||||
Jonathan Ross Goodman | | | | 4,613 | | | | | | | | | | 125,210 | | | | | | | | | | 129,823 | | | | | | 4,613 | | | | | | | | | | 125,210 | | | | | | | | | | 129,823 | | | ||||||||||
Gerald Hogue | | | | 4,225 | | | | | | | | | | 125,210 | | | | | | | | | | 129,435 | | | | | | 4,225 | | | | | | | | | | 125,210 | | | | | | | | | | 129,435 | | | ||||||||||
Allan C. Silber | | | | | | | | | 4,755(3) | | | | | | | | | | 218,707(3) | | | | | 223,462 | | | | | | | | | | | 4,755(3) | | | | | | | | | | 218,707(3) | | | | | 223,462 | | |
Name | | | Age | | | Position | |
Dr. Joe McCann, Ph.D.(1) | | | 44 | | | Chief Executive Officer and Class III Director | |
Allan C. Silber(1) | | | 72 | | | Executive Chair and Class III Director | |
Bill Demers | | | 62 | | | Chief Financial Officer | |
Michael Gottlieb | | | 42 | | | Chief Commercial Officer | |
Dr. Neil Fleshner(1) | | | 57 | | | Chief Medical Officer and Class II Director | |
Jessica Jensen | | | 40 | | | Executive Vice President Clinical Development | |
| |||||||
Dr. Rajesh K. Malik, M.D.(3) | | | 62 | | | Class I Director | |
Jonathan Ross Goodman(1) | | | 53 | | | Class I Director | |
| | 61 | | | Class I Director | | |
Gerald Hogue(1) | | | 63 | | | Class III Director | |
David C. Lubner (2) | | | 56 | | | Class II Director | |
Dr. Yael Margolin, Ph.D.(1) | | | 68 | | | Class II Director | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | Assuming Maximum Redemptions(4) | | | | Assuming No Redemptions(3) | | Assuming Maximum Redemptions(4) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | | % | | Number of Shares | | % | | Number of Shares | | % | | | | Number of Shares | | % | | Number of Shares | | % | | Number of Shares | | % | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Directors and officers Prior to the Business Combination: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Peter Kolchinsky, Ph.D. | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||
Matthew Hammond, Ph.D. | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||
Daniel S. Grau | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | ||||||||||||||||||||||
David C. Lubner | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | ||||||||||||||||||||||
Michael P. Gray | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | ||||||||||||||||||||||
All directors and officers prior to the Business Combination (five persons) | | | | 106,200 | | | | | * | | | | | 106,200 | | | | | * | | | | | 106,200 | | | | | * | | | | | | | 106,200 | | | | | * | | | | | 106,200 | | | | | * | | | | | 106,200 | | | | | * | | | | ||||||||||||||||||||||
Directors and officers after the Business Combination: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Dr. Joe McCann(5) | | | | — | | | | | * | | | | | 3,614,154 | | | | | 3.95 | | | | | 3,614,154 | | | | | 4.64 | | | | | | | — | | | | | * | | | | | 3,614,154 | | | | | 3.95 | | | | | 3,614,154 | | | | | 4.64 | | | | ||||||||||||||||||||||
Allan C. Silber(6) | | | | — | | | | | * | | | | | 15,131,541 | | | | | 16.50 | | | | | 15,131,542 | | | | | 19.37 | | | | | | | — | | | | | * | | | | | 15,131,541 | | | | | 16.50 | | | | | 15,131,542 | | | | | 19.37 | | | | ||||||||||||||||||||||
Bill Demers | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||
Michael Gottlieb(7) | | | | — | | | | | * | | | | | 1,156,888 | | | | | 1.26 | | | | | 1,156,888 | | | | | 1.48 | | | | | | | — | | | | | * | | | | | 1,156,888 | | | | | 1.26 | | | | | 1,156,888 | | | | | 1.48 | | | | ||||||||||||||||||||||
Dr. Neil Fleshner(8) | | | | — | | | | | * | | | | | 4,932,829 | | | | | 5.39 | | | | | 4,932,827 | | | | | 6.33 | | | | | | | — | | | | | * | | | | | 4,932,829 | | | | | 5.39 | | | | | 4,932,827 | | | | | 6.33 | | | | ||||||||||||||||||||||
Todd Hockemeyer(9) | | | | — | | | | | * | | | | | 466,343 | | | | | * | | | | | 466,343 | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jessica Jensen(10) | | | | — | | | | | * | | | | | 125,554 | | | | | * | | | | | 125,554 | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Donna Husack | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Justyna Kelly | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ariel Shomair(11) | | | | — | | | | | * | | | | | 1,022,366 | | | | | 1.12 | | | | | 1,022,366 | | | | | 1.31 | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jessica Jensen(9) | | | | — | | | | | * | | | | | 125,554 | | | | | * | | | | | 125,554 | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Rajesh K. Malik, M.D. | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||
Jonathan Ross Goodman(12) | | | | — | | | | | * | | | | | 57,397 | | | | | * | | | | | 57,396 | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Peggy Gilmour | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan Ross Goodman(10) | | | | — | | | | | * | | | | | 57,397 | | | | | * | | | | | 57,396 | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Margaret E. Gilmour | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Yael Margolin, Ph.D. | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gerald Hogue | | | | — | | | | | * | | | | | — | | | | | * | | | | | — | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
David C. Lubner | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | | 35,400 | | | | | * | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Independent Director | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | | Assuming Maximum Redemptions(4) | | | | ||||||||||||||||||||||||||||||||||||
| Number of Shares | | | % | | | Number of Shares | | | % | | | Number of Shares | | | % | | | | ||||||||||||||||||||||||
Dr. Yael Margolin, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Gerald Hogue | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
David C. Lubner | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
Independent Director | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
All directors and officers after the Business Combination as a group (16 persons) | | | | | 35,400 | | | | | | * | | | | | | 30,174,561 | | | | | | 32.9 | | | | | | 30,174,561 | | | | | | 38.61 | | | | | ||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Therapeutics Acquisition Holdings LLC(13) | | | | | 3,863,900 | | | | | | 22.16 | | | | | | 3,863,900 | | | | | | 4.22 | | | | | | 3,863,900 | | | | | | 4.96 | | | | | ||||
BlackRock, Inc.(14) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 1,500,000 | | | | | | 1.64 | | | | | | — | | | | | | * | | | | | ||||
Boxer Capital, LLC(15) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,500,000 | | | | | | 2.73 | | | | | | 1,000,000 | | | | | | 1.28 | | | | | ||||
Biotechnology Value Fund, L.P.(16) | | | | | 954,966 | | | | | | 5.48 | | | | | | 2,954,966 | | | | | | 3.23 | | | | | | 2,000,000 | | | | | | 2.57 | | | | | ||||
Bain Capital Life Sciences Fund II, L.P.(17) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Franklin Resources, Inc.(18) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Wellington Management Group LLP(19) | | | | | 877,832 | | | | | | 5.04 | | | | | | 877,832 | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Avoro Capital Advisors LLC(20) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
T. Rowe Price Associates, Inc.(21) | | | | | 921,822 | | | | | | 5.29 | | | | | | 921,822 | | | | | | 1.01 | | | | | | — | | | | | | * | | | | | ||||
Perceptive Advisors LLC(22) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,000,000 | | | | | | 2.19 | | | | | | 500,000 | | | | | | * | | | | | ||||
Suvretta Capital Management, LLC(23) | | | | | 1,095,400 | | | | | | 7.8 | | | | | | 2,095,400 | | | | | | 2.29 | | | | | | 1,000,000 | | | | | | 1.28 | | | | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | | Assuming Maximum Redemptions(4) | | | | ||||||||||||||||||||||||||||||||||||
| Number of Shares | | | % | | | Number of Shares | | | % | | | Number of Shares | | | % | | | | ||||||||||||||||||||||||
All directors and officers after the Business Combination as a group (12 persons) | | | | | 35,400 | | | | | | * | | | | | | 28,685,852 | | | | | | 31.35 | | | | | | 28,685,852 | | | | | | 36.80 | | | | | ||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Therapeutics Acquisition Holdings LLC(11) | | | | | 3,863,900 | | | | | | 22.16 | | | | | | 3,863,900 | | | | | | 4.22 | | | | | | 3,863,900 | | | | | | 4.96 | | | | | ||||
BlackRock, Inc.(12) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 1,500,000 | | | | | | 1.64 | | | | | | — | | | | | | * | | | | | ||||
Boxer Capital, LLC(13) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,500,000 | | | | | | 2.73 | | | | | | 1,000,000 | | | | | | 1.28 | | | | | ||||
Biotechnology Value Fund, L.P.(14) | | | | | 954,966 | | | | | | 5.48 | | | | | | 2,954,966 | | | | | | 3.23 | | | | | | 2,000,000 | | | | | | 2.57 | | | | | ||||
Bain Capital Life Sciences Fund II, L.P.(15) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Franklin Resources, Inc.(16) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Wellington Management Group LLP(17) | | | | | 877,832 | | | | | | 5.04 | | | | | | 877,832 | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Avoro Capital Advisors LLC(18) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
T. Rowe Price Associates, Inc.(19) | | | | | 921,822 | | | | | | 5.29 | | | | | | 921,822 | | | | | | 1.01 | | | | | | — | | | | | | * | | | | | ||||
Perceptive Advisors LLC(20) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,000,000 | | | | | | 2.19 | | | | | | 500,000 | | | | | | * | | | | | ||||
Suvretta Capital Management, LLC(21) | | | | | 1,095,400 | | | | | | 6.28 | | | | | | 1,795,400 | | | | | | 1.96 | | | | | | 700,000 | | | | | | * | | | | | ||||
Riverside Group LLC(22) | | | | | 940,000 | | | | | | 6.7 | | | | | | 940,000 | | | | | | 1.03 | | | | | | — | | | | | | * | | | | |
Stockholder | | | Shares of Common Stock | | | Total Cash Purchase Price | | ||||||
Allan C. Silber(1) | | | | | 4,170,370 | | | | | $ | 1,835,875 | | |
Ariel Shomair(2) | | | | | 275,000 | | | | | | 1,000,750 | | |
Dr. Neil Fleshner(3) | | | | | 1,375,100 | | | | | | 138,501 | | |
Jonathan Ross Goodman(4) | | | | | 16,000 | | | | | | 400,000 | | |
Michael Gottlieb(5) | | | | | 322,500 | | | | | | 115,500 | | |
Western Capital Group, LLC(6) | | | | | 1,000,000 | | | | | | 25,000,000 | | |
| RACA | | | New POINT | |
| Name Change | | |||
| RACA’s current name is Therapeutics Acquisition Corp. | | | RACA will change its corporate name to POINT Biopharma Global Inc. | |
| Purpose | | |||
| The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized in Delaware. In addition, RACA has the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of RACA, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. | | | The purpose of the corporation will be to engage in any lawful act or activity for which corporations may be organized in Delaware. | |
| Authorized Capital Stock | | |||
| The total number of shares of all classes of capital stock which RACA is authorized to issue is 111,000,000 shares, each with a par value of $0.0001 per share, consisting of: RACA Common Stock. The authorized common stock of RACA consists of 110,000,000 shares of common stock, including 100,000,000 shares of Class A Common Stock, of which 14,041,400 were issued and outstanding as of March 4, 2021, and (i) 10,000,000 shares of Class B Common Stock, of which 3,392,500 were issued and outstanding as of March 4, 2021. RACA preferred stock. The authorized preferred stock of RACA consists of 1,000,000 shares of preferred stock, of which no shares were issued and outstanding as of March 4, 2021. | | | The total number of shares of all classes of capital stock which the Corporation is authorized to issue will be 450,000,000 shares each with a par value of $0.0001 per share. New POINT Common Stock. The authorized common stock of New POINT will consist of 430,000,000 shares of common stock. New POINT preferred stock. The authorized preferred stock of New POINT will consist of 20,000,000 shares of preferred stock. | |
| RACA | | | New POINT | |
| Rights of Preferred Stock | | |||
| The Current Charter permits RACA’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL. | | | The Proposed Charter would permit New POINT’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a Preferred Stock Designation filed pursuant to the DGCL. | |
| Conversion | | |||
| The Class B Common Stock shall convert into Class A Common Stock on a one-for-one basis at the option of the holder and automatically on the closing of the Business Combination, provided that in the case of the additional issuance of certain securities above specified amounts, the conversion ratio shall be adjusted. The adjustment of the conversion ratio may be waived by written consent of a majority of the holders of Class B Common Stock, but in no event shall the conversion ratio be less than one-to-one. | | | Any right of conversion of New POINT preferred stock, as it may be issued from time to time, into any other series of preferred stock or common stock in New POINT, shall be fixed by the Board as part of the preferred stock’s terms. | |
| Number and Qualification of Directors | | |||
| Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the Board shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of RACA. | | | Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute New POINT Board shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of New POINT. | |
| Structure of Board; Election of Directors | | |||
| Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the Board is classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed to keep the class sizes as close as possible, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Proposed Charter, New POINT Board will be classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed in the discretion of the Board, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | |
| RACA | | | New POINT | |
| Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | | | Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | |
| Removal of Directors | | |||
| Directors may be removed at any time, but only for cause and only by the affirmative vote of the majority of the voting power of all then outstanding capital shares of RACA entitled to vote in the election of directors, voting together as a single class. | | | Directors may be removed at any time, but only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all then outstanding capital shares of New POINT entitled to vote in the election of directors, voting together as a single class. | |
| Voting | | |||
| Except as otherwise required by statute, the Current Charter or any Preferred Stock Designation, the RACA Common Stock possesses all power of voting, and each share of RACA Common Stock shall entitle the holder to one vote. The RACA Common Stock shall generally vote as a single class. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Current Charter, the Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. The RACA Common Stock shall not have the right to vote on any amendment to the Charter affecting the rights of any class of preferred stock or RACA Common Stock if the Current Charter, including any Preferred Stock Designation, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or RACA Common Stock. In addition, the powers, preferences, and rights of the Class B Common Stock may not be modified without the prior vote or written consent of a majority of the holders of the Class B Common Stock then outstanding. | | | Except as otherwise required by statute, the Proposed Charter or any Preferred Stock Designation that may be adopted, New POINT Common Stock will possess all power of voting, and each share of New POINT Common Stock shall entitle the holder to one vote. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, as it may be issued from time to time, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Proposed Charter, New POINT Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. New POINT Common Stock shall not have the right to vote on any amendment to the Proposed Charter affecting the rights of any class of preferred stock that may be issued if the Proposed Charter, including any Preferred Stock Designation which may be subsequently adopted, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock. | |
| Supermajority Voting Provisions | | |||
| Any amendment to Article IX of the Current Charter, restricting certain actions by RACA prior to the Business Combination requires an affirmative vote of at least 65% of the holders of all then outstanding shares of RACA Common Stock. The Bylaws provide that any amendments to | | | Removal of any Director during their term may only be for cause and must be pursuant to the affirmative vote of at least 66 2/3% of the voting power of all then outstanding capital shares of New POINT entitled to vote in the election of directors, voting together as a single class. | |
| RACA | | | New POINT | | | ||
| Article VIII of the Bylaws, concerning indemnification of directors, officers, and other specified individuals, requires an affirmative vote of at least 66.7% of the voting power of all outstanding shares of capital stock of RACA. | | | The affirmative vote of the holders of (i) not less than two thirds of the outstanding shares of capital stock entitled to vote thereon and (ii) not less than two thirds of the outstanding shares of each class entitled to vote thereon as a class, will be required to amend, alter, change or repeal certain provisions of the Proposed Charter governing the election of the Board of Directors. | | | ||
| Cumulative Voting | | | | | |||
| Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter bars cumulative voting. | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Proposed Charter does not grant any such cumulative voting rights. | | | ||
| Vacancies on the Board of Directors | | | |||||
| Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | ||
| Special Meeting of the Board of Directors | | | |||||
| RACA’s Bylaws provide that Special Meetings of the Board may be called by the Chairman of the Board, the President, the Secretary or on written request of at least a majority of directors then in office. Notice of the Special Meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Current Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a Special Meeting and the meeting notice need not disclose the purpose of the meeting. | | | New POINT’s Bylaws will provide that Special Meetings of New POINT Board may be called by the Chairman of the Board, the President, or on written request of at least a majority of directors then in office. Notice of the Special Meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Proposed Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a Special Meeting and the meeting notice need not disclose the purpose of the meeting. | | | ||
| Amendment to Certificate of Incorporation | | | |||||
| The Current Charter may be amended as permitted under Delaware law. Prior to an initial Business Combination (as defined in the Charter), the Current Charter provides that any amendment to the business combination provisions of the existing Charter requires the approval of the holders of at least 65% of all outstanding shares of RACA Common Stock. | | | The Proposed Charter may be amended as permitted under Delaware law. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of New POINT required by law or the Proposed Charter, including any Preferred Stock Designation, the affirmative vote of the holders of (i) two-thirds of the directors then in office and (ii) the holders of at least 66 2/3% of the then outstanding shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal certain provisions of the Proposed Charter governing the election of the Board of Directors. | | |
| RACA | | | New POINT | |
| Provisions Specific to a Blank Check Company | | |||
| The Current Charter prohibits RACA from entering into a Business Combination with solely another blank check company or similar company with nominal operations. | | | Not applicable. | |
| Amendment of Bylaws | | |||
| The Board is expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws may be adopted, amended, altered or repealed by RACA stockholders by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding capital stock of RACA entitled to vote in the election of directors, voting together as a class. Adoption and amendment of the Bylaws by stockholders shall not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | | | The Board would be expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws could be adopted, amended, altered or repealed by New POINT stockholders by the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a class. Adoption and amendment of the Bylaws by stockholders would not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | |
| Quorum | | |||
| Board of Directors. A majority of the total number of duly elected directors then in office shall constitute a quorum, except as may be otherwise specifically provided by statute, the Bylaws or the Current Charter. Stockholders. The holders of a majority of the shares of capital stock of RACA issued and outstanding and entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Current Charter. If a matter may only be voted on by one or more specified series of RACA Common Stock or preferred stock, then a majority of the shares of stock issued and outstanding and entitled to vote on that matter shall constitute a quorum. If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum attends. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | | | Board of Directors. A majority of the total number of duly elected directors then in office shall constitute a quorum, except as may be otherwise specifically provided by statute, the Bylaws or the Proposed Charter. Stockholders. The holders of a majority of the shares of capital stock of New POINT issued and outstanding and entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Proposed Charter. If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | |
| Stockholder Action by Written Consent | | |||
| Under the Current Charter, any action required or permitted to be taken by the stockholders of RACA must be effected by a duly called annual or Special Meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B Common Stock with respect to those actions which may be taken by written consent. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New POINT must be effected by a duly called annual or Special Meeting of such stockholders and may not be effected by written consent of the stockholders. | |
| RACA | | | New POINT | |
| Special Stockholder Meetings | | |||
| Subject to the rights of any outstanding series of preferred stock and the requirements of law, Special Meetings of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer of RACA, or by a resolution passed by the majority of the Board. Special Meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of Special Meeting sent to stockholders. | | | Subject to the rights of any outstanding series of preferred stock and the requirements of law, Special Meetings of stockholders may be called only by a resolution passed by the majority of the Board. Special Meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of Special Meeting sent to stockholders. | |
| Notice of Stockholder Meetings | | |||
| Except as otherwise provided in the Bylaws or permitted by statute, all notices of meetings with RACA stockholders shall be in writing and shall be sent or otherwise given in accordance with RACA’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | | | Except as may otherwise be provided in the Bylaws or permitted by statute, all notices of meetings with New POINT stockholders shall be in writing and shall be sent or otherwise given in accordance with New POINT’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | |
| Stockholder Nominations of Persons for Election as Directors | | |||
| Nominations of persons for election to RACA’s Board may be made at an annual meeting or at a Special Meeting of stockholders at which directors are to be elected pursuant to RACA’s notice of meeting only by giving notice to the Secretary. Notice must be received by the Secretary at the principal executive offices of RACA (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by RACA; and (ii) in the case of a Special Meeting of stockholders called for the purpose of electing directors, not later than the | | | Nominations of persons for election to New POINT’s Board may be made at an annual meeting (“Annual Meeting”) or at a Special Meeting of stockholders at which directors are to be elected pursuant to New POINT’s notice of meeting only by giving notice to the Secretary. Notice will be required to be received by the Secretary at the principal executive offices of New POINT (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. The stockholder’s notice to the Secretary must be in proper form, including all information to be required by the Bylaws and comply with all | |
| RACA | | | New POINT | |
| close of business on the 10th day following the day on which public announcement of the date of the Special Meeting is first made by RACA. The stockholder’s notice to the Secretary must be in proper form, including all information required by the Bylaws and comply with all applicable requirements of the Exchange Act. | | | applicable requirements of the Exchange Act. | |
| Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | | |||
| In order for a stockholder to bring a matter before the annual meeting, the stockholder must give timely notice to the Secretary of RACA, as described in RACA’s Bylaws. The notice requirements are also deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | | | In order for a stockholder to bring a matter before the annual meeting, the stockholder will be required to give timely notice to the Secretary of New POINT, as described in New POINT’s Bylaws. The notice requirements will also be deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | |
| Limitation of Liability of Directors and Officers | | |||
| To the fullest extent permitted by the DGCL, a director of RACA shall not be personally liable to RACA or its stockholders for monetary damages for breach of fiduciary duty as a director, unless they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from their actions as a director. | | | To the fullest extent permitted by the DGCL, a director of New POINT shall not be personally liable to New POINT or its stockholders for monetary damages for breach of fiduciary duty as a director, unless they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from their actions as a director. | |
| Indemnification of Directors, Officers, Employees and Agents | | |||
| RACA is required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is, was, or agreed to become a director or officer of RACA or any predecessor of RACA, or serves or served at any other enterprise as a director or officer at the request of RACA or any predecessor to RACA. | | | New POINT will be required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is, was, or agreed to become a director or officer of New POINT or any predecessor of New POINT, or serves or served at any other enterprise as a director or officer at the request of New POINT or any predecessor to New POINT. | |
| Corporate Opportunity Provision | | |||
| The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | | | The doctrine of corporate opportunity, as applied under Delaware law, would apply without modification to directors and officers of New POINT under the Proposed Charter. | |
| Dividends, Distributions and Stock Repurchases | | |||
| The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of RACA preferred stock and the Current Charter requirements relating to business combinations, holders of shares of RACA Common Stock are entitled to receive such | | | The Proposed Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of New POINT preferred stock that may be issued, holders of shares of New POINT Common Stock are entitled to receive such dividends and other distributions (payable in cash, | |
| RACA | | | New POINT | |
| dividends and other distributions (payable in cash, property or capital stock of RACA) when, as and if declared thereon by RACA’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | property or capital stock of New POINT) when, as and if declared thereon by New POINT’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | |
| | | | Liquidation | |
| In the event of a voluntary or involuntary liquidation, dissolution or winding-up of RACA, after payment of the debts and liabilities of RACA and subject to the provisions of statute and the Current Charter and any rights of the holders of RACA preferred stock, the holders of shares of RACA Common Stock shall be entitled to all remaining assets of RACA ratably on the basis of Class A Common Stock (on an as-converted basis with respect to the Class B Common Stock) they hold. | | | In the event of a voluntary or involuntary liquidation, dissolution or winding-up of New POINT, after payment of the debts and liabilities of New POINT and subject to the provisions of statute and the Proposed Charter and any rights of the holders of any New POINT preferred stock that may be issued, the holders of shares of New POINT Common Stock would be entitled to all remaining assets of New POINT ratably on the basis of the Common Stock they hold | |
| Inspection of Books and Records; Stockholder Lists | | |||
| Inspection. Under Section 220 of the DGCL, any RACA stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from RACA’s stock ledger, a list of its stockholders and its other books and records. Voting List. RACA will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | | | Inspection. Under Section 220 of the DGCL, any New POINT stockholder, in person or by attorney or other agent, will have, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from New POINT’s stock ledger, a list of its stockholders and its other books and records. Voting List. New POINT will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | |
| Choice of Forum | | |||
| Unless RACA consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in RACA’s Charter as the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of RACA, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or agent of RACA to RACA or RACA’s stockholders, (C) any action or proceeding asserting a claim against RACA arising pursuant to any provision of the DGCL or RACA’s Charter or Bylaws, (D) any action or proceeding asserting a claim as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting | | | Unless New POINT consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in New POINT’s Amended By-laws as the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of New POINT, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New POINT to New POINT or New POINT’s stockholders, (iii) any action asserting a claim against New POINT arising pursuant to any provision of the DGCL, the Proposed Charter or the Amended By-laws, (iv) any action to interpret, apply, enforce or determine the validity of the Proposed Charter or the Amended By-laws, or (v) any action asserting a claim against | |
| RACA | | | New POINT | |
| a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. If the suit is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. | | | New POINT governed by the internal affairs doctrine. This exclusive-forum provision does not apply to any claims arising under the Exchange Act or the Securities Act. In addition, unless New POINT consents in writing to the selection of an alternative forum, the United States District Court for the District of Delaware is designated as the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of New POINT will be deemed to have notice of and consented to this exclusive-forum provision. | |
| | | Page Number | | |||
Audited Financial Statements of Therapeutics Acquisition Corp. | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Interim Condensed Financial Statements of Therapeutics Acquisition Corp. | | | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
Audited Consolidated Financial Statements of POINT Biopharma Inc. | | | | | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
Unaudited Interim Condensed Consolidated Financial Statements of POINT Biopharma Inc. | | | | | | | |
| | | | F-59 | |||
| | ||||||
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | |
| ASSETS | | | | | | | |
| Cash | | | | $ | 1,094,556 | | |
| Prepaid expenses | | | | | 106,316 | | |
| Total Current Assets | | | | | 1,200,872 | | |
| Cash and marketable securities held in Trust Account | | | | | 135,706,395 | | |
| Total Assets | | | | $ | 136,907,267 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,109 | | |
| Accrued expenses | | | | | 112,579 | | |
| Total Current Liabilities | | | | | 117,688 | | |
| Deferred Underwriting Commissions | | | | | 4,749,500 | | |
| Total Liabilities | | | | | 4,867,188 | | |
| Commitments and Contingencies | | | | | | | |
| Class A Common Stock subject to possible redemption, 12,704,007 shares at $10.00 per share | | | | | 127,040,070 | | |
| Stockholders’ Equity | | | | | | | |
| Class A Common Stock, $0.0001 par value; 100,000,000 shares authorized; 1,337,393 issued and outstanding (excluding 12,704,007 shares subject to possible redemption) at December 31, 2020 | | | | | 134 | | |
| Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at December 31, 2020 | | | | | 339 | | |
| Additional paid-in-capital | | | | | 5,311,049 | | |
| Accumulated deficit | | | | | (311,513) | | |
| Total Stockholders’ Equity | | | | | 5,000,009 | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 136,907,267 | | |
| Formation and operating costs | | | | $ | 317,908 | | |
| Loss from operations | | | | | (317,908) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 6,395 | | |
| Net loss | | | | $ | (311,513) | | |
| Weighted average shares outstanding of Class A redeemable Common Stock | | | | | 13,570,000 | | |
| Basic and diluted net income per common share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable Common Stock | | | | | 3,708,573 | | |
| Basic and diluted net loss per common share, Class B | | | | $ | (0.09) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – April 15, 2020 (Inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B Common Stock to Sponsor | | | | | — | | | | | | — | | | | | | 3,392,500 | | | | | | 339 | | | | | | 24,661 | | | | | | — | | | | | | 25,000 | | |
Issuance of Class A Common Stock in initial public offering, net of issuance costs of $8.1 million | | | | | 13,570,000 | | | | | | 1,357 | | | | | | — | | | | | | — | | | | | | 127,611,235 | | | | | | — | | | | | | 127,612,592 | | |
Issuance of Class A Common Stock to Sponsor in a private placement | | | | | 471,400 | | | | | | 47 | | | | | | — | | | | | | — | | | | | | 4,713,953 | | | | | | — | | | | | | 4,714,000 | | |
Shares subject to possible redemption | | | | | (12,704,007) | | | | | | (1,270) | | | | | | — | | | | | | — | | | | | | (127,038,800) | | | | | | — | | | | | | (127,040,070) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (311,513) | | | | | | (311,513) | | |
Balance – December 31, 2020 | | | | | 1,337,393 | | | | | $ | 134 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 5,311,049 | | | | | $ | (311,513) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (311,513) | | |
| Interest earned on marketable securities held in Trust Account | | | | | (6,395) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Prepaid expenses | | | | | (106,316) | | |
| Accounts payable | | | | | 5,109 | | |
| Accrued expenses | | | | | 112,579 | | |
| Net cash used in operating activities | | | | | (306,536) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Investment of cash into Trust Account | | | | | (135,700,000) | | |
| Net cash used in investing activities | | | | | (135,700,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class A Common Stock to Sponsor in a Private Placement | | | | | 4,714,000 | | |
| Proceeds from issuance of Class A redeemable Common Stock, gross | | | | | 135,700,000 | | |
| Proceeds from issuance of Class B Common Stock | | | | | 25,000 | | |
| Payment of offering costs | | | | | (3,337,908) | | |
| Repayment of related party note | | | | | (277,687) | | |
| Proceeds from related party note | | | | | 277,687 | | |
| Net cash provided by financing activities | | | | | 137,101,092 | | |
| Net Change in Cash | | | | | 1,094,556 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,094,556 | | |
| Supplemental disclosure of noncash activities | | | | | | | |
| Initial classification of Class A Common Stock subject to possible redemption | | | | $ | 127,365,550 | | |
| Change in value of Class A Common Stock subject to possible redemption | | | | $ | (325,480) | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 4,749,500 | | |
| | | For the Period from April 15, 2020 (inception) through December 31, 2020 | | |||||||||
(in thousands): | | | | | | | | | | | | | |
Statutory federal income tax rate | | | | $ | (65) | | | | | | 21% | | |
Change in valuation allowance | | | | $ | 65 | | | | | | −21% | | |
Income tax provision | | | | $ | — | | | | | | —% | | |
| | | December 31, 2020 | | |||
(in thousands): | | | | | | | |
Deferred tax assets: | | | | | | | |
Net operating loss carryforward | | | | $ | 22 | | |
Capitalized start up/organization costs | | | | | 43 | | |
Total deferred tax assets | | | | $ | 65 | | |
Valuation allowance | | | | | (65) | | |
Deferred tax assets, net of allowance | | | | $ | — | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
| | | March 31, 2021 (unaudited) | | | December 31, 2020 | | ||||||
ASSETS | | | | | | | | | | | | | |
Cash | | | | $ | 699,534 | | | | | $ | 1,094,556 | | |
Prepaid expenses | | | | | 88,817 | | | | | | 106,316 | | |
Total Current Assets | | | | | 788,351 | | | | | | 1,200,872 | | |
Cash and marketable securities held in Trust Account | | | | | 135,709,741 | | | | | | 135,706,395 | | |
Total Assets | | | | $ | 136,498,092 | | | | | $ | 136,907,267 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 352,744 | | | | | $ | 5,109 | | |
Accrued expenses | | | | | 754,809 | | | | | | 112,579 | | |
Deferred Underwriting Commissions, current | | | | | 4,749,500 | | | | | | — | | |
Total Current Liabilities | | | | | 5,857,053 | | | | | | 117,688 | | |
Deferred Underwriting Commissions, non-current | | | | | — | | | | | | 4,749,500 | | |
Total Liabilities | | | | | 5,857,053 | | | | | | 4,867,188 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A Common stock subject to possible redemption, 12,564,103 and 12,704,007 shares at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | | | | | 125,641,030 | | | | | | 127,040,070 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,477,297 and 1,337,393 issued and outstanding (excluding 12,564,103 and 12,704,007 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | | | | | 148 | | | | | | 134 | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at March 31, 2021 and December 31, 2020 | | | | | 339 | | | | | | 339 | | |
Additional paid-in capital | | | | | 6,710,075 | | | | | | 5,311,049 | | |
Accumulated deficit | | | | | (1,710,553) | | | | | | (311,513) | | |
Total Stockholders’ Equity | | | | | 5,000,009 | | | | | | 5,000,009 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 136,498,092 | | | | | $ | 136,907,267 | | |
| Formation and operating costs | | | | $ | 1,402,386 | | |
| Loss from operations | | | | | (1,402,386) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 3,346 | | |
| Net loss | | | | $ | (1,399,040) | | |
| Weighted average shares outstanding of Class A redeemable common stock | | | | | 13,570,000 | | |
| Basic and diluted income per share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable common stock | | | | | 3,863,900 | | |
| Basic and diluted net loss per share, Class B | | | | $ | (0.36) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 1,337,393 | | | | | $ | 134 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 5,311,049 | | | | | $ | (311,513) | | | | | $ | 5,000,009 | | |
Shares subject to possible redemption | | | | | 139,904 | | | | | | 14 | | | | | | — | | | | | | — | | | | | | 1,399,026 | | | | | | — | | | | | | 1,399,040 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,399,040) | | | | | | (1,399,040) | | |
Balance – March 31, 2021 | | | | | 1,477,297 | | | | | $ | 148 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 6,710,075 | | | | | $ | (1,710,553) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities | | | | | | | Cash Flows from Operating Activities | | | | | | | ||
| Net loss | | | $ | (1,399,040) | | | Net loss | | | $ | (1,399,040) | | | ||
| Interest earned on marketable securities held in Trust Account | | | | (3,346) | | | Interest earned on marketable securities held in Trust Account | | | | (3,346) | | | ||
| Changes in operating assets and liabilities: | | | | | | | Changes in operating assets and liabilities: | | | | | | | ||
| Prepaid expense | | | | 17,499 | | | Prepaid expense | | | | 17,499 | | | ||
| Accounts payable | | | | 347,635 | | | Accounts payable | | | | 347,635 | | | ||
| Accrued expenses | | | | 642,230 | | | Accrued expenses | | | | 642,230 | | | ||
| Net cash used in operating activities | | | | (395,022) | | | Net cash used in operating activities | | | | (395,022) | | | ||
| Net Change in Cash | | | | (395,022) | | | Net Change in Cash | | | | (395,022) | | | ||
| Cash – beginning of the period | | | | 1,094,556 | | | Cash – beginning of the period | | | | 1,094,556 | | | ||
| Cash – end of the period | | | $ | 699,534 | | | Cash – end of the period | | | $ | 699,534 | | | ||
| Supplemental disclosure of noncash activities | | | | | | | Supplemental disclosure of noncash activities | | | | | | | ||
| Initial classification of Class A common stock subject to possible redeption | | | $ | 127,365,550 | | | Initial classification of Class A common stock subject to possible redemption | | | $ | 127,365,550 | | | ||
| Change in value of Class A common stock subject to possible redeption | | | $ | 1,724,520 | | | Change in value of Class A common stock subject to possible redemption | | | $ | 1,724,520 | | |
Description | | | March 31, 2021 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents – money market funds | | | | $ | 135,709,741 | | | | | $ | 135,709,741 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,709,741 | | | | | $ | 135,709,741 | | | | | $ | — | | | | | $ | — | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents – money market funds | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | |
Prepaid expenses and other current assets | | | | | 1,850,346 | | | | | | 1,176 | | |
Total current assets | | | | | 12,397,095 | | | | | | 1,176 | | |
Property in development | | | | | 9,797,400 | | | | | | — | | |
Total assets | | | | | 22,194,495 | | | | | | 1,176 | | |
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable | | | | | 3,596,634 | | | | | | — | | |
Accrued expenses | | | | | 1,479,041 | | | | | | — | | |
Amount due to related party | | | | | — | | | | | | 10,400 | | |
Income taxes payable | | | | | 87,882 | | | | | | — | | |
Total current liabilities | | | | | 5,163,557 | | | | | | 10,400 | | |
Mortgage payable, net of debt discount | | | | | 3,550,660 | | | | | | — | | |
Total liabilities | | | | | 8,714,217 | | | | | | 10,400 | | |
Commitment and contingencies (note 11) | | | | | | | | | | | | | |
Equity (Deficit) | | | | | | | | | | | | | |
Common shares, par value $0.001 per share, 50,000,000 and 1,000 authorized, 15,233,884 and nil issued and outstanding as at December 31, 2020 and 2019, respectively | | | | | 15,234 | | | | | | — | | |
Additional paid-in capital | | | | | 26,847,271 | | | | | | — | | |
Accumulated deficit | | | | | (13,382,227) | | | | | | (9,224) | | |
Total shareholders’ equity (deficit) | | | | | 13,480,278 | | | | | | (9,224) | | |
Total liabilities and shareholders’ equity (deficit) | | | | | 22,194,495 | | | | | | 1,176 | | |
| | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Operating expenses | | | | | | | | | | | | | |
Research and development | | | | | 9,142,156 | | | | | | 290 | | |
General and administrative | | | | | 3,972,649 | | | | | | 8,739 | | |
Total operating expenses | | | | | 13,114,805 | | | | | | 9,029 | | |
Loss from operations | | | | | (13,114,805) | | | | | | (9,029) | | |
Other expenses | | | | | | | | | | | | | |
Finance costs | | | | | (5,354) | | | | | | — | | |
Foreign currency loss | | | | | (164,962) | | | | | | (195) | | |
Total other expenses | | | | | (170,316) | | | | | | (195) | | |
Loss before provision for income taxes | | | | | (13,285,121) | | | | | | (9,224) | | |
Provision for income taxes | | | | | (87,882) | | | | | | — | | |
Net loss | | | | | (13,373,003) | | | | | | (9,224) | | |
Net loss per basic and diluted common shares: | | | | | | | | | | | | | |
Basic and diluted net loss per common share | | | | $ | (1.24) | | | | | $ | — | | |
Basic and diluted weighted average common shares outstanding | | | | | 10,783,895 | | | | | | — | | |
| | | Common Shares | | | Additional Paid-in Capital | | | Retained Earnings / (Accumulated Deficit) | | | Total Equity | | ||||||||||||||||||
| | | Number | | | Amount | | ||||||||||||||||||||||||
| | | | | | | | | $ | | | $ | | | $ | | | $ | | ||||||||||||
Incorporation, September 18, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss and comprehensive loss | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Balance at December 31, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Balance at January 1, 2020 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Issuance of common shares, net of issuance costs of $324,555 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 22,560,145 | | | | | | — | | | | | | 22,575,379 | | |
Issuance of warrants | | | | | — | | | | | | — | | | | | | 2,526,320 | | | | | | — | | | | | | 2,526,320 | | |
Share-based compensation | | | | | — | | | | | | — | | | | | | 1,760,806 | | | | | | — | | | | | | 1,760,806 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | (13,373,003) | | | | | | (13,373,003) | | |
Balance at December 31, 2020 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 26,847,271 | | | | | | (13,382,227) | | | | | | 13,480,278 | | |
Compensation Element | | | Purpose | |
Base Salary | | | To provide stable and competitive income. | |
Annual Incentives | | | To motivate and reward short-term behaviors, actions and results that drive long-term value creation. | |
Long-Term Incentives | | | To encourage executives to maximize long-term shareholder value (provided in the form of options) | |
Name and Principal Position | | | Year | | | Salary ($)(1)(2) | | | Bonus ($) | | | Option Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Dr. Joe McCann, Ph.D., Chief Executive Officer | | | | | 2020 | | | | | | 217,510 | | | | | | — | | | | | | — | | | | | | 64,197 | | | | | | — | | | | | | 281,707 | | |
Bill Demers, Chief Financial Officer | | | | | 2020 | | | | | | 61,734 | | | | | | — | | | | | | 624,750 | | | | | | 16,529 | | | | | | — | | | | | | 703,013 | | |
Jessica Jensen, Executive Vice President Clinical Development | | | | | 2020 | | | | | | 121,874 | | | | | | 60,000(3) | | | | | | 379,050 | | | | | | 81,250 | | | | | | 1,756(6) | | | | | | 643,930 | | |
| | | Dr. Joe McCann Ph.D., CEO | | | Bill Demers, CFO | | | Jessica Jensen, EVP Clinical Development | | |||||||||
Short Term Success | | | | | 30% | | | | | | 30% | | | | | | 30% | | |
Long Term Success | | | | | 20% | | | | | | 20% | | | | | | 20% | | |
Personal Success | | | | | 50% | | | | | | 50% | | | | | | 50% | | |
| | | Option Awards | | |||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||
Dr. Joe McCann, Ph.D. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bill Demers | | | | | — | | | | | | 50,000(3) | | | | | | 25.00 | | | | | | 8/16/26 | | |
Jessica Jensen | | | | | 35,000(1) | | | | | | — | | | | | | 25.00 | | | | | | 7/19/26 | | |
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($)(1) | | | Total ($) | | |||||||||||||||
Dr. Neil Fleshner | | | | | | | | | | | | | | | | | | | | | | | 98,750(2) | | | | | | 98,750 | | |
Margaret E. Gilmour | | | | | 4,675 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 129,885 | | |
Howard Glase | | | | | 3,000 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 128,210 | | |
Jonathan Ross Goodman | | | | | 4,613 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 129,823 | | |
Gerald Hogue | | | | | 4,225 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 129,435 | | |
Allan C. Silber | | | | | | | | | | | 4,755(3) | | | | | | | | | | | | 218,707(3) | | | | | | 223,462 | | |
Name | | | Age | | | Position | |
Dr. Joe McCann, Ph.D.(1) | | | 44 | | | Chief Executive Officer and Class III Director | |
Allan C. Silber(1) | | | 72 | | | Executive Chair and Class III Director | |
Bill Demers | | | 62 | | | Chief Financial Officer | |
Michael Gottlieb | | | 42 | | | Chief Commercial Officer | |
Dr. Neil Fleshner(1) | | | 57 | | | Chief Medical Officer and Class II Director | |
Jessica Jensen | | | 40 | | | Executive Vice President Clinical Development | |
Dr. Rajesh K. Malik, M.D.(3) | | | 62 | | | Class I Director | |
Jonathan Ross Goodman(1) | | | 53 | | | Class I Director | |
Margaret E. Gilmour(1) | | | 61 | | | Class I Director | |
Gerald Hogue(1) | | | 63 | | | Class III Director | |
David C. Lubner (2) | | | 56 | | | Class II Director | |
Dr. Yael Margolin, Ph.D.(1) | | | 68 | | | Class II Director | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | | Assuming Maximum Redemptions(4) | | | | ||||||||||||||||||||||||||||||||||||
| Number of Shares | | | % | | | Number of Shares | | | % | | | Number of Shares | | | % | | | | ||||||||||||||||||||||||
Directors and officers Prior to the Business Combination: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Peter Kolchinsky, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Matthew Hammond, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Daniel S. Grau | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
David C. Lubner | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
Michael P. Gray | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
All directors and officers prior to the Business Combination (five persons) | | | | | 106,200 | | | | | | * | | | | | | 106,200 | | | | | | * | | | | | | 106,200 | | | | | | * | | | | | ||||
Directors and officers after the Business Combination: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Dr. Joe McCann(5) | | | | | — | | | | | | * | | | | | | 3,614,154 | | | | | | 3.95 | | | | | | 3,614,154 | | | | | | 4.64 | | | | | ||||
Allan C. Silber(6) | | | | | — | | | | | | * | | | | | | 15,131,541 | | | | | | 16.50 | | | | | | 15,131,542 | | | | | | 19.37 | | | | | ||||
Bill Demers | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Michael Gottlieb(7) | | | | | — | | | | | | * | | | | | | 1,156,888 | | | | | | 1.26 | | | | | | 1,156,888 | | | | | | 1.48 | | | | | ||||
Dr. Neil Fleshner(8) | | | | | — | | | | | | * | | | | | | 4,932,829 | | | | | | 5.39 | | | | | | 4,932,827 | | | | | | 6.33 | | | | | ||||
Jessica Jensen(9) | | | | | — | | | | | | * | | | | | | 125,554 | | | | | | * | | | | | | 125,554 | | | | | | * | | | | | ||||
Dr. Rajesh K. Malik, M.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Jonathan Ross Goodman(10) | | | | | — | | | | | | * | | | | | | 57,397 | | | | | | * | | | | | | 57,396 | | | | | | * | | | | | ||||
Margaret E. Gilmour | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Dr. Yael Margolin, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Gerald Hogue | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
David C. Lubner | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
Independent Director | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | | Assuming Maximum Redemptions(4) | | | | ||||||||||||||||||||||||||||||||||||
| Number of Shares | | | % | | | Number of Shares | | | % | | | Number of Shares | | | % | | | | ||||||||||||||||||||||||
All directors and officers after the Business Combination as a group (12 persons) | | | | | 35,400 | | | | | | * | | | | | | 28,685,852 | | | | | | 31.35 | | | | | | 28,685,852 | | | | | | 36.80 | | | | | ||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Therapeutics Acquisition Holdings LLC(11) | | | | | 3,863,900 | | | | | | 22.16 | | | | | | 3,863,900 | | | | | | 4.22 | | | | | | 3,863,900 | | | | | | 4.96 | | | | | ||||
BlackRock, Inc.(12) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 1,500,000 | | | | | | 1.64 | | | | | | — | | | | | | * | | | | | ||||
Boxer Capital, LLC(13) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,500,000 | | | | | | 2.73 | | | | | | 1,000,000 | | | | | | 1.28 | | | | | ||||
Biotechnology Value Fund, L.P.(14) | | | | | 954,966 | | | | | | 5.48 | | | | | | 2,954,966 | | | | | | 3.23 | | | | | | 2,000,000 | | | | | | 2.57 | | | | | ||||
Bain Capital Life Sciences Fund II, L.P.(15) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Franklin Resources, Inc.(16) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Wellington Management Group LLP(17) | | | | | 877,832 | | | | | | 5.04 | | | | | | 877,832 | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Avoro Capital Advisors LLC(18) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
T. Rowe Price Associates, Inc.(19) | | | | | 921,822 | | | | | | 5.29 | | | | | | 921,822 | | | | | | 1.01 | | | | | | — | | | | | | * | | | | | ||||
Perceptive Advisors LLC(20) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,000,000 | | | | | | 2.19 | | | | | | 500,000 | | | | | | * | | | | | ||||
Suvretta Capital Management, LLC(21) | | | | | 1,095,400 | | | | | | 6.28 | | | | | | 1,795,400 | | | | | | 1.96 | | | | | | 700,000 | | | | | | * | | | | | ||||
Riverside Group LLC(22) | | | | | 940,000 | | | | | | 6.7 | | | | | | 940,000 | | | | | | 1.03 | | | | | | — | | | | | | * | | | | |
Stockholder | | | Shares of Common Stock | | | Total Cash Purchase Price | | ||||||
Allan C. Silber(1) | | | | | 4,170,370 | | | | | $ | 1,835,875 | | |
Ariel Shomair(2) | | | | | 275,000 | | | | | | 1,000,750 | | |
Dr. Neil Fleshner(3) | | | | | 1,375,100 | | | | | | 138,501 | | |
Jonathan Ross Goodman(4) | | | | | 16,000 | | | | | | 400,000 | | |
Michael Gottlieb(5) | | | | | 322,500 | | | | | | 115,500 | | |
Western Capital Group, LLC(6) | | | | | 1,000,000 | | | | | | 25,000,000 | | |
| RACA | | | New POINT | |
| Name Change | | |||
| RACA’s current name is Therapeutics Acquisition Corp. | | | RACA will change its corporate name to POINT Biopharma Global Inc. | |
| Purpose | | |||
| The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized in Delaware. In addition, RACA has the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of RACA, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. | | | The purpose of the corporation will be to engage in any lawful act or activity for which corporations may be organized in Delaware. | |
| Authorized Capital Stock | | |||
| The total number of shares of all classes of capital stock which RACA is authorized to issue is 111,000,000 shares, each with a par value of $0.0001 per share, consisting of: RACA Common Stock. The authorized common stock of RACA consists of 110,000,000 shares of common stock, including 100,000,000 shares of Class A Common Stock, of which 14,041,400 were issued and outstanding as of March 4, 2021, and (i) 10,000,000 shares of Class B Common Stock, of which 3,392,500 were issued and outstanding as of March 4, 2021. RACA preferred stock. The authorized preferred stock of RACA consists of 1,000,000 shares of preferred stock, of which no shares were issued and outstanding as of March 4, 2021. | | | The total number of shares of all classes of capital stock which the Corporation is authorized to issue will be 450,000,000 shares each with a par value of $0.0001 per share. New POINT Common Stock. The authorized common stock of New POINT will consist of 430,000,000 shares of common stock. New POINT preferred stock. The authorized preferred stock of New POINT will consist of 20,000,000 shares of preferred stock. | |
| RACA | | | New POINT | |
| Rights of Preferred Stock | | |||
| The Current Charter permits RACA’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL. | | | The Proposed Charter would permit New POINT’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a Preferred Stock Designation filed pursuant to the DGCL. | |
| Conversion | | |||
| The Class B Common Stock shall convert into Class A Common Stock on a one-for-one basis at the option of the holder and automatically on the closing of the Business Combination, provided that in the case of the additional issuance of certain securities above specified amounts, the conversion ratio shall be adjusted. The adjustment of the conversion ratio may be waived by written consent of a majority of the holders of Class B Common Stock, but in no event shall the conversion ratio be less than one-to-one. | | | Any right of conversion of New POINT preferred stock, as it may be issued from time to time, into any other series of preferred stock or common stock in New POINT, shall be fixed by the Board as part of the preferred stock’s terms. | |
| Number and Qualification of Directors | | |||
| Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the Board shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of RACA. | | | Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute New POINT Board shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of New POINT. | |
| Structure of Board; Election of Directors | | |||
| Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the Board is classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed to keep the class sizes as close as possible, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Proposed Charter, New POINT Board will be classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed in the discretion of the Board, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | |
| RACA | | | New POINT | |
| Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | | | Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | |
| Removal of Directors | | |||
| Directors may be removed at any time, but only for cause and only by the affirmative vote of the majority of the voting power of all then outstanding capital shares of RACA entitled to vote in the election of directors, voting together as a single class. | | | Directors may be removed at any time, but only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all then outstanding capital shares of New POINT entitled to vote in the election of directors, voting together as a single class. | |
| Voting | | |||
| Except as otherwise required by statute, the Current Charter or any Preferred Stock Designation, the RACA Common Stock possesses all power of voting, and each share of RACA Common Stock shall entitle the holder to one vote. The RACA Common Stock shall generally vote as a single class. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Current Charter, the Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. The RACA Common Stock shall not have the right to vote on any amendment to the Charter affecting the rights of any class of preferred stock or RACA Common Stock if the Current Charter, including any Preferred Stock Designation, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or RACA Common Stock. In addition, the powers, preferences, and rights of the Class B Common Stock may not be modified without the prior vote or written consent of a majority of the holders of the Class B Common Stock then outstanding. | | | Except as otherwise required by statute, the Proposed Charter or any Preferred Stock Designation that may be adopted, New POINT Common Stock will possess all power of voting, and each share of New POINT Common Stock shall entitle the holder to one vote. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, as it may be issued from time to time, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Proposed Charter, New POINT Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. New POINT Common Stock shall not have the right to vote on any amendment to the Proposed Charter affecting the rights of any class of preferred stock that may be issued if the Proposed Charter, including any Preferred Stock Designation which may be subsequently adopted, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock. | |
| Supermajority Voting Provisions | | |||
| Any amendment to Article IX of the Current Charter, restricting certain actions by RACA prior to the Business Combination requires an affirmative vote of at least 65% of the holders of all then outstanding shares of RACA Common Stock. The Bylaws provide that any amendments to | | | Removal of any Director during their term may only be for cause and must be pursuant to the affirmative vote of at least 66 2/3% of the voting power of all then outstanding capital shares of New POINT entitled to vote in the election of directors, voting together as a single class. | |
| RACA | | | New POINT | | | ||
| Article VIII of the Bylaws, concerning indemnification of directors, officers, and other specified individuals, requires an affirmative vote of at least 66.7% of the voting power of all outstanding shares of capital stock of RACA. | | | The affirmative vote of the holders of (i) not less than two thirds of the outstanding shares of capital stock entitled to vote thereon and (ii) not less than two thirds of the outstanding shares of each class entitled to vote thereon as a class, will be required to amend, alter, change or repeal certain provisions of the Proposed Charter governing the election of the Board of Directors. | | | ||
| Cumulative Voting | | | | | |||
| Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter bars cumulative voting. | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Proposed Charter does not grant any such cumulative voting rights. | | | ||
| Vacancies on the Board of Directors | | | |||||
| Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | ||
| Special Meeting of the Board of Directors | | | |||||
| RACA’s Bylaws provide that Special Meetings of the Board may be called by the Chairman of the Board, the President, the Secretary or on written request of at least a majority of directors then in office. Notice of the Special Meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Current Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a Special Meeting and the meeting notice need not disclose the purpose of the meeting. | | | New POINT’s Bylaws will provide that Special Meetings of New POINT Board may be called by the Chairman of the Board, the President, or on written request of at least a majority of directors then in office. Notice of the Special Meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Proposed Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a Special Meeting and the meeting notice need not disclose the purpose of the meeting. | | | ||
| Amendment to Certificate of Incorporation | | | |||||
| The Current Charter may be amended as permitted under Delaware law. Prior to an initial Business Combination (as defined in the Charter), the Current Charter provides that any amendment to the business combination provisions of the existing Charter requires the approval of the holders of at least 65% of all outstanding shares of RACA Common Stock. | | | The Proposed Charter may be amended as permitted under Delaware law. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of New POINT required by law or the Proposed Charter, including any Preferred Stock Designation, the affirmative vote of the holders of (i) two-thirds of the directors then in office and (ii) the holders of at least 66 2/3% of the then outstanding shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal certain provisions of the Proposed Charter governing the election of the Board of Directors. | | |
| RACA | | | New POINT | |
| Provisions Specific to a Blank Check Company | | |||
| The Current Charter prohibits RACA from entering into a Business Combination with solely another blank check company or similar company with nominal operations. | | | Not applicable. | |
| Amendment of Bylaws | | |||
| The Board is expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws may be adopted, amended, altered or repealed by RACA stockholders by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding capital stock of RACA entitled to vote in the election of directors, voting together as a class. Adoption and amendment of the Bylaws by stockholders shall not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | | | The Board would be expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws could be adopted, amended, altered or repealed by New POINT stockholders by the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a class. Adoption and amendment of the Bylaws by stockholders would not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | |
| Quorum | | |||
| Board of Directors. A majority of the total number of duly elected directors then in office shall constitute a quorum, except as may be otherwise specifically provided by statute, the Bylaws or the Current Charter. Stockholders. The holders of a majority of the shares of capital stock of RACA issued and outstanding and entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Current Charter. If a matter may only be voted on by one or more specified series of RACA Common Stock or preferred stock, then a majority of the shares of stock issued and outstanding and entitled to vote on that matter shall constitute a quorum. If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum attends. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | | | Board of Directors. A majority of the total number of duly elected directors then in office shall constitute a quorum, except as may be otherwise specifically provided by statute, the Bylaws or the Proposed Charter. Stockholders. The holders of a majority of the shares of capital stock of New POINT issued and outstanding and entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Proposed Charter. If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | |
| Stockholder Action by Written Consent | | |||
| Under the Current Charter, any action required or permitted to be taken by the stockholders of RACA must be effected by a duly called annual or Special Meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B Common Stock with respect to those actions which may be taken by written consent. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New POINT must be effected by a duly called annual or Special Meeting of such stockholders and may not be effected by written consent of the stockholders. | |
| RACA | | | New POINT | |
| Special Stockholder Meetings | | |||
| Subject to the rights of any outstanding series of preferred stock and the requirements of law, Special Meetings of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer of RACA, or by a resolution passed by the majority of the Board. Special Meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of Special Meeting sent to stockholders. | | | Subject to the rights of any outstanding series of preferred stock and the requirements of law, Special Meetings of stockholders may be called only by a resolution passed by the majority of the Board. Special Meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of Special Meeting sent to stockholders. | |
| Notice of Stockholder Meetings | | |||
| Except as otherwise provided in the Bylaws or permitted by statute, all notices of meetings with RACA stockholders shall be in writing and shall be sent or otherwise given in accordance with RACA’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | | | Except as may otherwise be provided in the Bylaws or permitted by statute, all notices of meetings with New POINT stockholders shall be in writing and shall be sent or otherwise given in accordance with New POINT’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | |
| Stockholder Nominations of Persons for Election as Directors | | |||
| Nominations of persons for election to RACA’s Board may be made at an annual meeting or at a Special Meeting of stockholders at which directors are to be elected pursuant to RACA’s notice of meeting only by giving notice to the Secretary. Notice must be received by the Secretary at the principal executive offices of RACA (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by RACA; and (ii) in the case of a Special Meeting of stockholders called for the purpose of electing directors, not later than the | | | Nominations of persons for election to New POINT’s Board may be made at an annual meeting (“Annual Meeting”) or at a Special Meeting of stockholders at which directors are to be elected pursuant to New POINT’s notice of meeting only by giving notice to the Secretary. Notice will be required to be received by the Secretary at the principal executive offices of New POINT (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. The stockholder’s notice to the Secretary must be in proper form, including all information to be required by the Bylaws and comply with all | |
| RACA | | | New POINT | |
| close of business on the 10th day following the day on which public announcement of the date of the Special Meeting is first made by RACA. The stockholder’s notice to the Secretary must be in proper form, including all information required by the Bylaws and comply with all applicable requirements of the Exchange Act. | | | applicable requirements of the Exchange Act. | |
| Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | | |||
| In order for a stockholder to bring a matter before the annual meeting, the stockholder must give timely notice to the Secretary of RACA, as described in RACA’s Bylaws. The notice requirements are also deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | | | In order for a stockholder to bring a matter before the annual meeting, the stockholder will be required to give timely notice to the Secretary of New POINT, as described in New POINT’s Bylaws. The notice requirements will also be deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | |
| Limitation of Liability of Directors and Officers | | |||
| To the fullest extent permitted by the DGCL, a director of RACA shall not be personally liable to RACA or its stockholders for monetary damages for breach of fiduciary duty as a director, unless they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from their actions as a director. | | | To the fullest extent permitted by the DGCL, a director of New POINT shall not be personally liable to New POINT or its stockholders for monetary damages for breach of fiduciary duty as a director, unless they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from their actions as a director. | |
| Indemnification of Directors, Officers, Employees and Agents | | |||
| RACA is required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is, was, or agreed to become a director or officer of RACA or any predecessor of RACA, or serves or served at any other enterprise as a director or officer at the request of RACA or any predecessor to RACA. | | | New POINT will be required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is, was, or agreed to become a director or officer of New POINT or any predecessor of New POINT, or serves or served at any other enterprise as a director or officer at the request of New POINT or any predecessor to New POINT. | |
| Corporate Opportunity Provision | | |||
| The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | | | The doctrine of corporate opportunity, as applied under Delaware law, would apply without modification to directors and officers of New POINT under the Proposed Charter. | |
| Dividends, Distributions and Stock Repurchases | | |||
| The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of RACA preferred stock and the Current Charter requirements relating to business combinations, holders of shares of RACA Common Stock are entitled to receive such | | | The Proposed Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of New POINT preferred stock that may be issued, holders of shares of New POINT Common Stock are entitled to receive such dividends and other distributions (payable in cash, | |
| RACA | | | New POINT | |
| dividends and other distributions (payable in cash, property or capital stock of RACA) when, as and if declared thereon by RACA’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | property or capital stock of New POINT) when, as and if declared thereon by New POINT’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | |
| | | | Liquidation | |
| In the event of a voluntary or involuntary liquidation, dissolution or winding-up of RACA, after payment of the debts and liabilities of RACA and subject to the provisions of statute and the Current Charter and any rights of the holders of RACA preferred stock, the holders of shares of RACA Common Stock shall be entitled to all remaining assets of RACA ratably on the basis of Class A Common Stock (on an as-converted basis with respect to the Class B Common Stock) they hold. | | | In the event of a voluntary or involuntary liquidation, dissolution or winding-up of New POINT, after payment of the debts and liabilities of New POINT and subject to the provisions of statute and the Proposed Charter and any rights of the holders of any New POINT preferred stock that may be issued, the holders of shares of New POINT Common Stock would be entitled to all remaining assets of New POINT ratably on the basis of the Common Stock they hold | |
| Inspection of Books and Records; Stockholder Lists | | |||
| Inspection. Under Section 220 of the DGCL, any RACA stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from RACA’s stock ledger, a list of its stockholders and its other books and records. Voting List. RACA will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | | | Inspection. Under Section 220 of the DGCL, any New POINT stockholder, in person or by attorney or other agent, will have, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from New POINT’s stock ledger, a list of its stockholders and its other books and records. Voting List. New POINT will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | |
| Choice of Forum | | |||
| Unless RACA consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in RACA’s Charter as the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of RACA, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or agent of RACA to RACA or RACA’s stockholders, (C) any action or proceeding asserting a claim against RACA arising pursuant to any provision of the DGCL or RACA’s Charter or Bylaws, (D) any action or proceeding asserting a claim as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting | | | Unless New POINT consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in New POINT’s Amended By-laws as the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of New POINT, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New POINT to New POINT or New POINT’s stockholders, (iii) any action asserting a claim against New POINT arising pursuant to any provision of the DGCL, the Proposed Charter or the Amended By-laws, (iv) any action to interpret, apply, enforce or determine the validity of the Proposed Charter or the Amended By-laws, or (v) any action asserting a claim against | |
| RACA | | | New POINT | |
| a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. If the suit is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. | | | New POINT governed by the internal affairs doctrine. This exclusive-forum provision does not apply to any claims arising under the Exchange Act or the Securities Act. In addition, unless New POINT consents in writing to the selection of an alternative forum, the United States District Court for the District of Delaware is designated as the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of New POINT will be deemed to have notice of and consented to this exclusive-forum provision. | |
| | | Page Number | | |||
Audited Financial Statements of Therapeutics Acquisition Corp. | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Interim Condensed Financial Statements of Therapeutics Acquisition Corp. | | | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
Audited Consolidated Financial Statements of POINT Biopharma Inc. | | | | | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
Unaudited Interim Condensed Consolidated Financial Statements of POINT Biopharma Inc. | | | | | | | |
| | | | F-59 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | |
| ASSETS | | | | | | | |
| Cash | | | | $ | 1,094,556 | | |
| Prepaid expenses | | | | | 106,316 | | |
| Total Current Assets | | | | | 1,200,872 | | |
| Cash and marketable securities held in Trust Account | | | | | 135,706,395 | | |
| Total Assets | | | | $ | 136,907,267 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,109 | | |
| Accrued expenses | | | | | 112,579 | | |
| Total Current Liabilities | | | | | 117,688 | | |
| Deferred Underwriting Commissions | | | | | 4,749,500 | | |
| Total Liabilities | | | | | 4,867,188 | | |
| Commitments and Contingencies | | | | | | | |
| Class A Common Stock subject to possible redemption, 12,704,007 shares at $10.00 per share | | | | | 127,040,070 | | |
| Stockholders’ Equity | | | | | | | |
| Class A Common Stock, $0.0001 par value; 100,000,000 shares authorized; 1,337,393 issued and outstanding (excluding 12,704,007 shares subject to possible redemption) at December 31, 2020 | | | | | 134 | | |
| Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at December 31, 2020 | | | | | 339 | | |
| Additional paid-in-capital | | | | | 5,311,049 | | |
| Accumulated deficit | | | | | (311,513) | | |
| Total Stockholders’ Equity | | | | | 5,000,009 | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 136,907,267 | | |
| Formation and operating costs | | | | $ | 317,908 | | |
| Loss from operations | | | | | (317,908) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 6,395 | | |
| Net loss | | | | $ | (311,513) | | |
| Weighted average shares outstanding of Class A redeemable Common Stock | | | | | 13,570,000 | | |
| Basic and diluted net income per common share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable Common Stock | | | | | 3,708,573 | | |
| Basic and diluted net loss per common share, Class B | | | | $ | (0.09) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – April 15, 2020 (Inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B Common Stock to Sponsor | | | | | — | | | | | | — | | | | | | 3,392,500 | | | | | | 339 | | | | | | 24,661 | | | | | | — | | | | | | 25,000 | | |
Issuance of Class A Common Stock in initial public offering, net of issuance costs of $8.1 million | | | | | 13,570,000 | | | | | | 1,357 | | | | | | — | | | | | | — | | | | | | 127,611,235 | | | | | | — | | | | | | 127,612,592 | | |
Issuance of Class A Common Stock to Sponsor in a private placement | | | | | 471,400 | | | | | | 47 | | | | | | — | | | | | | — | | | | | | 4,713,953 | | | | | | — | | | | | | 4,714,000 | | |
Shares subject to possible redemption | | | | | (12,704,007) | | | | | | (1,270) | | | | | | — | | | | | | — | | | | | | (127,038,800) | | | | | | — | | | | | | (127,040,070) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (311,513) | | | | | | (311,513) | | |
Balance – December 31, 2020 | | | | | 1,337,393 | | | | | $ | 134 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 5,311,049 | | | | | $ | (311,513) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (311,513) | | |
| Interest earned on marketable securities held in Trust Account | | | | | (6,395) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Prepaid expenses | | | | | (106,316) | | |
| Accounts payable | | | | | 5,109 | | |
| Accrued expenses | | | | | 112,579 | | |
| Net cash used in operating activities | | | | | (306,536) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Investment of cash into Trust Account | | | | | (135,700,000) | | |
| Net cash used in investing activities | | | | | (135,700,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class A Common Stock to Sponsor in a Private Placement | | | | | 4,714,000 | | |
| Proceeds from issuance of Class A redeemable Common Stock, gross | | | | | 135,700,000 | | |
| Proceeds from issuance of Class B Common Stock | | | | | 25,000 | | |
| Payment of offering costs | | | | | (3,337,908) | | |
| Repayment of related party note | | | | | (277,687) | | |
| Proceeds from related party note | | | | | 277,687 | | |
| Net cash provided by financing activities | | | | | 137,101,092 | | |
| Net Change in Cash | | | | | 1,094,556 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,094,556 | | |
| Supplemental disclosure of noncash activities | | | | | | | |
| Initial classification of Class A Common Stock subject to possible redemption | | | | $ | 127,365,550 | | |
| Change in value of Class A Common Stock subject to possible redemption | | | | $ | (325,480) | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 4,749,500 | | |
| | | For the Period from April 15, 2020 (inception) through December 31, 2020 | | |||||||||
(in thousands): | | | | | | | | | | | | | |
Statutory federal income tax rate | | | | $ | (65) | | | | | | 21% | | |
Change in valuation allowance | | | | $ | 65 | | | | | | −21% | | |
Income tax provision | | | | $ | — | | | | | | —% | | |
| | | December 31, 2020 | | |||
(in thousands): | | | | | | | |
Deferred tax assets: | | | | | | | |
Net operating loss carryforward | | | | $ | 22 | | |
Capitalized start up/organization costs | | | | | 43 | | |
Total deferred tax assets | | | | $ | 65 | | |
Valuation allowance | | | | | (65) | | |
Deferred tax assets, net of allowance | | | | $ | — | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
| | | March 31, 2021 (unaudited) | | | December 31, 2020 | | ||||||
ASSETS | | | | | | | | | | | | | |
Cash | | | | $ | 699,534 | | | | | $ | 1,094,556 | | |
Prepaid expenses | | | | | 88,817 | | | | | | 106,316 | | |
Total Current Assets | | | | | 788,351 | | | | | | 1,200,872 | | |
Cash and marketable securities held in Trust Account | | | | | 135,709,741 | | | | | | 135,706,395 | | |
Total Assets | | | | $ | 136,498,092 | | | | | $ | 136,907,267 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 352,744 | | | | | $ | 5,109 | | |
Accrued expenses | | | | | 754,809 | | | | | | 112,579 | | |
Deferred Underwriting Commissions, current | | | | | 4,749,500 | | | | | | — | | |
Total Current Liabilities | | | | | 5,857,053 | | | | | | 117,688 | | |
Deferred Underwriting Commissions, non-current | | | | | — | | | | | | 4,749,500 | | |
Total Liabilities | | | | | 5,857,053 | | | | | | 4,867,188 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A Common stock subject to possible redemption, 12,564,103 and 12,704,007 shares at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | | | | | 125,641,030 | | | | | | 127,040,070 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,477,297 and 1,337,393 issued and outstanding (excluding 12,564,103 and 12,704,007 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | | | | | 148 | | | | | | 134 | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at March 31, 2021 and December 31, 2020 | | | | | 339 | | | | | | 339 | | |
Additional paid-in capital | | | | | 6,710,075 | | | | | | 5,311,049 | | |
Accumulated deficit | | | | | (1,710,553) | | | | | | (311,513) | | |
Total Stockholders’ Equity | | | | | 5,000,009 | | | | | | 5,000,009 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 136,498,092 | | | | | $ | 136,907,267 | | |
| Formation and operating costs | | | | $ | 1,402,386 | | |
| Loss from operations | | | | | (1,402,386) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 3,346 | | |
| Net loss | | | | $ | (1,399,040) | | |
| Weighted average shares outstanding of Class A redeemable common stock | | | | | 13,570,000 | | |
| Basic and diluted income per share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable common stock | | | | | 3,863,900 | | |
| Basic and diluted net loss per share, Class B | | | | $ | (0.36) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 1,337,393 | | | | | $ | 134 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 5,311,049 | | | | | $ | (311,513) | | | | | $ | 5,000,009 | | |
Shares subject to possible redemption | | | | | 139,904 | | | | | | 14 | | | | | | — | | | | | | — | | | | | | 1,399,026 | | | | | | — | | | | | | 1,399,040 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,399,040) | | | | | | (1,399,040) | | |
Balance – March 31, 2021 | | | | | 1,477,297 | | | | | $ | 148 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 6,710,075 | | | | | $ | (1,710,553) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (1,399,040) | | |
| Interest earned on marketable securities held in Trust Account | | | | | (3,346) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Prepaid expense | | | | | 17,499 | | |
| Accounts payable | | | | | 347,635 | | |
| Accrued expenses | | | | | 642,230 | | |
| Net cash used in operating activities | | | | | (395,022) | | |
| Net Change in Cash | | | | | (395,022) | | |
| Cash – beginning of the period | | | | | 1,094,556 | | |
| Cash – end of the period | | | | $ | 699,534 | | |
| Supplemental disclosure of noncash activities | | | | | | | |
| Initial classification of Class A common stock subject to possible redemption | | | | $ | 127,365,550 | | |
| Change in value of Class A common stock subject to possible redemption | | | | $ | 1,724,520 | | |
Description | | | March 31, 2021 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents – money market funds | | | | $ | 135,709,741 | | | | | $ | 135,709,741 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,709,741 | | | | | $ | 135,709,741 | | | | | $ | — | | | | | $ | — | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents – money market funds | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | |
Prepaid expenses and other current assets | | | | | 1,850,346 | | | | | | 1,176 | | |
Total current assets | | | | | 12,397,095 | | | | | | 1,176 | | |
Property in development | | | | | 9,797,400 | | | | | | — | | |
Total assets | | | | | 22,194,495 | | | | | | 1,176 | | |
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable | | | | | 3,596,634 | | | | | | — | | |
Accrued expenses | | | | | 1,479,041 | | | | | | — | | |
Amount due to related party | | | | | — | | | | | | 10,400 | | |
Income taxes payable | | | | | 87,882 | | | | | | — | | |
Total current liabilities | | | | | 5,163,557 | | | | | | 10,400 | | |
Mortgage payable, net of debt discount | | | | | 3,550,660 | | | | | | — | | |
Total liabilities | | | | | 8,714,217 | | | | | | 10,400 | | |
Commitment and contingencies (note 11) | | | | | | | | | | | | | |
Equity (Deficit) | | | | | | | | | | | | | |
Common shares, par value $0.001 per share, 50,000,000 and 1,000 authorized, 15,233,884 and nil issued and outstanding as at December 31, 2020 and 2019, respectively | | | | | 15,234 | | | | | | — | | |
Additional paid-in capital | | | | | 26,847,271 | | | | | | — | | |
Accumulated deficit | | | | | (13,382,227) | | | | | | (9,224) | | |
Total shareholders’ equity (deficit) | | | | | 13,480,278 | | | | | | (9,224) | | |
Total liabilities and shareholders’ equity (deficit) | | | | | 22,194,495 | | | | | | 1,176 | | |
| | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss: | | | | | (13,373,003) | | | | | | (9,224) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Provision for income taxes | | | | | 87,882 | | | | | | — | | |
Share-based compensation expense | | | | | 1,760,806 | | | | | | — | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | | | (1,849,170) | | | | | | (1,176) | | |
Accounts payable | | | | | 3,596,634 | | | | | | — | | |
Accrued expenses | | | | | 1,479,041 | | | | | | — | | |
Amount due to related party | | | | | (10,400) | | | | | | 10,400 | | |
Net cash used in operating activities | | | | | (8,308,210) | | | | | | — | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property in development | | | | | (9,797,400) | | | | | | — | | |
Net cash used in investing activities | | | | | (9,797,400) | | | | | | — | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Borrowings on mortgage payable, net of debt discount | | | | | 3,550,660 | | | | | | — | | |
Issuance of common shares and warrants | | | | | 25,426,254 | | | | | | — | | |
Cost and fees on issuance of common shares | | | | | (324,555) | | | | | | — | | |
Net cash provided by financing activities | | | | | 28,652,359 | | | | | | — | | |
Net increase in cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | |
Cash and cash equivalents, beginning of period | | | | | — | | | | | | — | | |
Cash and cash equivalents, end of period | | | | | 10,546,749 | | | | | | — | | |
| | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Operating expenses | | | | | | | | | | | | | |
Research and development | | | | | 9,142,156 | | | | | | 290 | | |
General and administrative | | | | | 3,972,649 | | | | | | 8,739 | | |
Total operating expenses | | | | | 13,114,805 | | | | | | 9,029 | | |
Loss from operations | | | | | (13,114,805) | | | | | | (9,029) | | |
Other expenses | | | | | | | | | | | | | |
Finance costs | | | | | (5,354) | | | | | | — | | |
Foreign currency loss | | | | | (164,962) | | | | | | (195) | | |
Total other expenses | | | | | (170,316) | | | | | | (195) | | |
Loss before provision for income taxes | | | | | (13,285,121) | | | | | | (9,224) | | |
Provision for income taxes | | | | | (87,882) | | | | | | — | | |
Net loss | | | | | (13,373,003) | | | | | | (9,224) | | |
Net loss per basic and diluted common shares: | | | | | | | | | | | | | |
Basic and diluted net loss per common share | | | | $ | (1.24) | | | | | $ | — | | |
Basic and diluted weighted average common shares outstanding | | | | | 10,783,895 | | | | | | — | | |
| | | Common Shares | | | Additional Paid-in Capital | | | Retained Earnings / (Accumulated Deficit) | | | Total Equity | | ||||||||||||||||||
| | | Number | | | Amount | | ||||||||||||||||||||||||
| | | | | | | | | $ | | | $ | | | $ | | | $ | | ||||||||||||
Incorporation, September 18, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss and comprehensive loss | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Balance at December 31, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Balance at January 1, 2020 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Issuance of common shares, net of issuance costs of $324,555 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 22,560,145 | | | | | | — | | | | | | 22,575,379 | | |
Issuance of warrants | | | | | — | | | | | | — | | | | | | 2,526,320 | | | | | | — | | | | | | 2,526,320 | | |
Share-based compensation | | | | | — | | | | | | — | | | | | | 1,760,806 | | | | | | — | | | | | | 1,760,806 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | (13,373,003) | | | | | | (13,373,003) | | |
Balance at December 31, 2020 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 26,847,271 | | | | | | (13,382,227) | | | | | | 13,480,278 | | |
Compensation Element | | | Purpose | |
Base Salary | | | To provide stable and competitive income. | |
Annual Incentives | | | To motivate and reward short-term behaviors, actions and results that drive long-term value creation. | |
Long-Term Incentives | | | To encourage executives to maximize long-term shareholder value (provided in the form of options) | |
Name and Principal Position | | | Year | | | Salary ($)(1)(2) | | | Bonus ($) | | | Option Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Dr. Joe McCann, Ph.D., Chief Executive Officer | | | | | 2020 | | | | | | 217,510 | | | | | | — | | | | | | — | | | | | | 64,197 | | | | | | — | | | | | | 281,707 | | |
Bill Demers, Chief Financial Officer | | | | | 2020 | | | | | | 61,734 | | | | | | — | | | | | | 624,750 | | | | | | 16,529 | | | | | | — | | | | | | 703,013 | | |
Jessica Jensen, Executive Vice President Clinical Development | | | | | 2020 | | | | | | 121,874 | | | | | | 60,000(3) | | | | | | 379,050 | | | | | | 81,250 | | | | | | 1,756(6) | | | | | | 643,930 | | |
| | | Dr. Joe McCann Ph.D., CEO | | | Bill Demers, CFO | | | Jessica Jensen, EVP Clinical Development | | |||||||||
Short Term Success | | | | | 30% | | | | | | 30% | | | | | | 30% | | |
Long Term Success | | | | | 20% | | | | | | 20% | | | | | | 20% | | |
Personal Success | | | | | 50% | | | | | | 50% | | | | | | 50% | | |
| | | Option Awards | | |||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||
Dr. Joe McCann, Ph.D. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bill Demers | | | | | — | | | | | | 50,000(3) | | | | | | 25.00 | | | | | | 8/16/26 | | |
Jessica Jensen | | | | | 35,000(1) | | | | | | — | | | | | | 25.00 | | | | | | 7/19/26 | | |
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($)(1) | | | Total ($) | | |||||||||||||||
Dr. Neil Fleshner | | | | | | | | | | | | | | | | | | | | | | | 98,750(2) | | | | | | 98,750 | | |
Margaret E. Gilmour | | | | | 4,675 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 129,885 | | |
Howard Glase | | | | | 3,000 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 128,210 | | |
Jonathan Ross Goodman | | | | | 4,613 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 129,823 | | |
Gerald Hogue | | | | | 4,225 | | | | | | | | | | | | 125,210 | | | | | | | | | | | | 129,435 | | |
Allan C. Silber | | | | | | | | | | | 4,755(3) | | | | | | | | | | | | 218,707(3) | | | | | | 223,462 | | |
Name | | | Age | | | Position | |
Dr. Joe McCann, Ph.D.(1) | | | 44 | | | Chief Executive Officer and Class III Director | |
Allan C. Silber(1) | | | 72 | | | Executive Chair and Class III Director | |
Bill Demers | | | 62 | | | Chief Financial Officer | |
Michael Gottlieb | | | 42 | | | Chief Commercial Officer | |
Dr. Neil Fleshner(1) | | | 57 | | | Chief Medical Officer and Class II Director | |
Jessica Jensen | | | 40 | | | Executive Vice President Clinical Development | |
Dr. Rajesh K. Malik, M.D.(3) | | | 62 | | | Class I Director | |
Jonathan Ross Goodman(1) | | | 53 | | | Class I Director | |
Margaret E. Gilmour(1) | | | 61 | | | Class I Director | |
Gerald Hogue(1) | | | 63 | | | Class III Director | |
David C. Lubner (2) | | | 56 | | | Class II Director | |
Dr. Yael Margolin, Ph.D.(1) | | | 68 | | | Class II Director | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | | Assuming Maximum Redemptions(4) | | | | ||||||||||||||||||||||||||||||||||||
| Number of Shares | | | % | | | Number of Shares | | | % | | | Number of Shares | | | % | | | | ||||||||||||||||||||||||
Directors and officers Prior to the Business Combination: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Peter Kolchinsky, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Matthew Hammond, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Daniel S. Grau | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
David C. Lubner | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
Michael P. Gray | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
All directors and officers prior to the Business Combination (five persons) | | | | | 106,200 | | | | | | * | | | | | | 106,200 | | | | | | * | | | | | | 106,200 | | | | | | * | | | | | ||||
Directors and officers after the Business Combination: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Dr. Joe McCann(5) | | | | | — | | | | | | * | | | | | | 3,614,154 | | | | | | 3.95 | | | | | | 3,614,154 | | | | | | 4.64 | | | | | ||||
Allan C. Silber(6) | | | | | — | | | | | | * | | | | | | 15,131,541 | | | | | | 16.50 | | | | | | 15,131,542 | | | | | | 19.37 | | | | | ||||
Bill Demers | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Michael Gottlieb(7) | | | | | — | | | | | | * | | | | | | 1,156,888 | | | | | | 1.26 | | | | | | 1,156,888 | | | | | | 1.48 | | | | | ||||
Dr. Neil Fleshner(8) | | | | | — | | | | | | * | | | | | | 4,932,829 | | | | | | 5.39 | | | | | | 4,932,827 | | | | | | 6.33 | | | | | ||||
Jessica Jensen(9) | | | | | — | | | | | | * | | | | | | 125,554 | | | | | | * | | | | | | 125,554 | | | | | | * | | | | | ||||
Dr. Rajesh K. Malik, M.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Jonathan Ross Goodman(10) | | | | | — | | | | | | * | | | | | | 57,397 | | | | | | * | | | | | | 57,396 | | | | | | * | | | | | ||||
Margaret E. Gilmour | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Dr. Yael Margolin, Ph.D. | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Gerald Hogue | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
David C. Lubner | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | | 35,400 | | | | | | * | | | | | ||||
Independent Director | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Address of Beneficial Owners(1) | | | Prior to Business Combination(2) | | | After Business Combination | | ||||||||||||||||||||||||||||||||||||
| Assuming No Redemptions(3) | | | Assuming Maximum Redemptions(4) | | | | ||||||||||||||||||||||||||||||||||||
| Number of Shares | | | % | | | Number of Shares | | | % | | | Number of Shares | | | % | | | | ||||||||||||||||||||||||
All directors and officers after the Business Combination as a group (12 persons) | | | | | 35,400 | | | | | | * | | | | | | 28,685,852 | | | | | | 31.35 | | | | | | 28,685,852 | | | | | | 36.80 | | | | | ||||
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Therapeutics Acquisition Holdings LLC(11) | | | | | 3,863,900 | | | | | | 22.16 | | | | | | 3,863,900 | | | | | | 4.22 | | | | | | 3,863,900 | | | | | | 4.96 | | | | | ||||
BlackRock, Inc.(12) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 1,500,000 | | | | | | 1.64 | | | | | | — | | | | | | * | | | | | ||||
Boxer Capital, LLC(13) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,500,000 | | | | | | 2.73 | | | | | | 1,000,000 | | | | | | 1.28 | | | | | ||||
Biotechnology Value Fund, L.P.(14) | | | | | 954,966 | | | | | | 5.48 | | | | | | 2,954,966 | | | | | | 3.23 | | | | | | 2,000,000 | | | | | | 2.57 | | | | | ||||
Bain Capital Life Sciences Fund II, L.P.(15) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Franklin Resources, Inc.(16) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
Wellington Management Group LLP(17) | | | | | 877,832 | | | | | | 5.04 | | | | | | 877,832 | | | | | | * | | | | | | — | | | | | | * | | | | | ||||
Avoro Capital Advisors LLC(18) | | | | | 1,000,000 | | | | | | 5.74 | | | | | | 1,000,000 | | | | | | 1.09 | | | | | | — | | | | | | * | | | | | ||||
T. Rowe Price Associates, Inc.(19) | | | | | 921,822 | | | | | | 5.29 | | | | | | 921,822 | | | | | | 1.01 | | | | | | — | | | | | | * | | | | | ||||
Perceptive Advisors LLC(20) | | | | | 1,500,000 | | | | | | 8.60 | | | | | | 2,000,000 | | | | | | 2.19 | | | | | | 500,000 | | | | | | * | | | | | ||||
Suvretta Capital Management, LLC(21) | | | | | 1,095,400 | | | | | | 6.28 | | | | | | 1,795,400 | | | | | | 1.96 | | | | | | 700,000 | | | | | | * | | | | | ||||
Riverside Group LLC(22) | | | | | 940,000 | | | | | | 6.7 | | | | | | 940,000 | | | | | | 1.03 | | | | | | — | | | | | | * | | | | |
Stockholder | | | Shares of Common Stock | | | Total Cash Purchase Price | | ||||||
Allan C. Silber(1) | | | | | 4,170,370 | | | | | $ | 1,835,875 | | |
Ariel Shomair(2) | | | | | 275,000 | | | | | | 1,000,750 | | |
Dr. Neil Fleshner(3) | | | | | 1,375,100 | | | | | | 138,501 | | |
Jonathan Ross Goodman(4) | | | | | 16,000 | | | | | | 400,000 | | |
Michael Gottlieb(5) | | | | | 322,500 | | | | | | 115,500 | | |
Western Capital Group, LLC(6) | | | | | 1,000,000 | | | | | | 25,000,000 | | |
| RACA | | | New POINT | |
| Name Change | | |||
| RACA’s current name is Therapeutics Acquisition Corp. | | | RACA will change its corporate name to POINT Biopharma Global Inc. | |
| Purpose | | |||
| The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized in Delaware. In addition, RACA has the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of RACA, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. | | | The purpose of the corporation will be to engage in any lawful act or activity for which corporations may be organized in Delaware. | |
| Authorized Capital Stock | | |||
| The total number of shares of all classes of capital stock which RACA is authorized to issue is 111,000,000 shares, each with a par value of $0.0001 per share, consisting of: RACA Common Stock. The authorized common stock of RACA consists of 110,000,000 shares of common stock, including 100,000,000 shares of Class A Common Stock, of which 14,041,400 were issued and outstanding as of March 4, 2021, and (i) 10,000,000 shares of Class B Common Stock, of which 3,392,500 were issued and outstanding as of March 4, 2021. RACA preferred stock. The authorized preferred stock of RACA consists of 1,000,000 shares of preferred stock, of which no shares were issued and outstanding as of March 4, 2021. | | | The total number of shares of all classes of capital stock which the Corporation is authorized to issue will be 450,000,000 shares each with a par value of $0.0001 per share. New POINT Common Stock. The authorized common stock of New POINT will consist of 430,000,000 shares of common stock. New POINT preferred stock. The authorized preferred stock of New POINT will consist of 20,000,000 shares of preferred stock. | |
| RACA | | | New POINT | |
| Rights of Preferred Stock | | |||
| The Current Charter permits RACA’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL. | | | The Proposed Charter would permit New POINT’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a Preferred Stock Designation filed pursuant to the DGCL. | |
| Conversion | | |||
| The Class B Common Stock shall convert into Class A Common Stock on a one-for-one basis at the option of the holder and automatically on the closing of the Business Combination, provided that in the case of the additional issuance of certain securities above specified amounts, the conversion ratio shall be adjusted. The adjustment of the conversion ratio may be waived by written consent of a majority of the holders of Class B Common Stock, but in no event shall the conversion ratio be less than one-to-one. | | | Any right of conversion of New POINT preferred stock, as it may be issued from time to time, into any other series of preferred stock or common stock in New POINT, shall be fixed by the Board as part of the preferred stock’s terms. | |
| Number and Qualification of Directors | | |||
| Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the Board shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of RACA. | | | Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute New POINT Board shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of New POINT. | |
| Structure of Board; Election of Directors | | |||
| Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the Board is classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed to keep the class sizes as close as possible, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Proposed Charter, New POINT Board will be classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed in the discretion of the Board, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | |
| RACA | | | New POINT | |
| Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | | | Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | |
| Removal of Directors | | |||
| Directors may be removed at any time, but only for cause and only by the affirmative vote of the majority of the voting power of all then outstanding capital shares of RACA entitled to vote in the election of directors, voting together as a single class. | | | Directors may be removed at any time, but only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all then outstanding capital shares of New POINT entitled to vote in the election of directors, voting together as a single class. | |
| Voting | | |||
| Except as otherwise required by statute, the Current Charter or any Preferred Stock Designation, the RACA Common Stock possesses all power of voting, and each share of RACA Common Stock shall entitle the holder to one vote. The RACA Common Stock shall generally vote as a single class. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Current Charter, the Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. The RACA Common Stock shall not have the right to vote on any amendment to the Charter affecting the rights of any class of preferred stock or RACA Common Stock if the Current Charter, including any Preferred Stock Designation, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or RACA Common Stock. In addition, the powers, preferences, and rights of the Class B Common Stock may not be modified without the prior vote or written consent of a majority of the holders of the Class B Common Stock then outstanding. | | | Except as otherwise required by statute, the Proposed Charter or any Preferred Stock Designation that may be adopted, New POINT Common Stock will possess all power of voting, and each share of New POINT Common Stock shall entitle the holder to one vote. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, as it may be issued from time to time, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Proposed Charter, New POINT Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. New POINT Common Stock shall not have the right to vote on any amendment to the Proposed Charter affecting the rights of any class of preferred stock that may be issued if the Proposed Charter, including any Preferred Stock Designation which may be subsequently adopted, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock. | |
| Supermajority Voting Provisions | | |||
| Any amendment to Article IX of the Current Charter, restricting certain actions by RACA prior to the Business Combination requires an affirmative vote of at least 65% of the holders of all then outstanding shares of RACA Common Stock. The Bylaws provide that any amendments to | | | Removal of any Director during their term may only be for cause and must be pursuant to the affirmative vote of at least 66 2/3% of the voting power of all then outstanding capital shares of New POINT entitled to vote in the election of directors, voting together as a single class. | |
| RACA | | | New POINT | | | ||
| Article VIII of the Bylaws, concerning indemnification of directors, officers, and other specified individuals, requires an affirmative vote of at least 66.7% of the voting power of all outstanding shares of capital stock of RACA. | | | The affirmative vote of the holders of (i) not less than two thirds of the outstanding shares of capital stock entitled to vote thereon and (ii) not less than two thirds of the outstanding shares of each class entitled to vote thereon as a class, will be required to amend, alter, change or repeal certain provisions of the Proposed Charter governing the election of the Board of Directors. | | | ||
| Cumulative Voting | | | | | |||
| Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter bars cumulative voting. | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Proposed Charter does not grant any such cumulative voting rights. | | | ||
| Vacancies on the Board of Directors | | | |||||
| Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | ||
| Special Meeting of the Board of Directors | | | |||||
| RACA’s Bylaws provide that Special Meetings of the Board may be called by the Chairman of the Board, the President, the Secretary or on written request of at least a majority of directors then in office. Notice of the Special Meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Current Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a Special Meeting and the meeting notice need not disclose the purpose of the meeting. | | | New POINT’s Bylaws will provide that Special Meetings of New POINT Board may be called by the Chairman of the Board, the President, or on written request of at least a majority of directors then in office. Notice of the Special Meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Proposed Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a Special Meeting and the meeting notice need not disclose the purpose of the meeting. | | | ||
| Amendment to Certificate of Incorporation | | | |||||
| The Current Charter may be amended as permitted under Delaware law. Prior to an initial Business Combination (as defined in the Charter), the Current Charter provides that any amendment to the business combination provisions of the existing Charter requires the approval of the holders of at least 65% of all outstanding shares of RACA Common Stock. | | | The Proposed Charter may be amended as permitted under Delaware law. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of New POINT required by law or the Proposed Charter, including any Preferred Stock Designation, the affirmative vote of the holders of (i) two-thirds of the directors then in office and (ii) the holders of at least 66 2/3% of the then outstanding shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal certain provisions of the Proposed Charter governing the election of the Board of Directors. | | |
| RACA | | | New POINT | |
| Provisions Specific to a Blank Check Company | | |||
| The Current Charter prohibits RACA from entering into a Business Combination with solely another blank check company or similar company with nominal operations. | | | Not applicable. | |
| Amendment of Bylaws | | |||
| The Board is expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws may be adopted, amended, altered or repealed by RACA stockholders by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding capital stock of RACA entitled to vote in the election of directors, voting together as a class. Adoption and amendment of the Bylaws by stockholders shall not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | | | The Board would be expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws could be adopted, amended, altered or repealed by New POINT stockholders by the affirmative vote of not less than two thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a class. Adoption and amendment of the Bylaws by stockholders would not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | |
| Quorum | | |||
| Board of Directors. A majority of the total number of duly elected directors then in office shall constitute a quorum, except as may be otherwise specifically provided by statute, the Bylaws or the Current Charter. Stockholders. The holders of a majority of the shares of capital stock of RACA issued and outstanding and entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Current Charter. If a matter may only be voted on by one or more specified series of RACA Common Stock or preferred stock, then a majority of the shares of stock issued and outstanding and entitled to vote on that matter shall constitute a quorum. If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum attends. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | | | Board of Directors. A majority of the total number of duly elected directors then in office shall constitute a quorum, except as may be otherwise specifically provided by statute, the Bylaws or the Proposed Charter. Stockholders. The holders of a majority of the shares of capital stock of New POINT issued and outstanding and entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Proposed Charter. If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | |
| Stockholder Action by Written Consent | | |||
| Under the Current Charter, any action required or permitted to be taken by the stockholders of RACA must be effected by a duly called annual or Special Meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B Common Stock with respect to those actions which may be taken by written consent. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New POINT must be effected by a duly called annual or Special Meeting of such stockholders and may not be effected by written consent of the stockholders. | |
| RACA | | | New POINT | |
| Special Stockholder Meetings | | |||
| Subject to the rights of any outstanding series of preferred stock and the requirements of law, Special Meetings of stockholders may be called only by the Chairman of the Board, the Chief Executive Officer of RACA, or by a resolution passed by the majority of the Board. Special Meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of Special Meeting sent to stockholders. | | | Subject to the rights of any outstanding series of preferred stock and the requirements of law, Special Meetings of stockholders may be called only by a resolution passed by the majority of the Board. Special Meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of Special Meeting sent to stockholders. | |
| Notice of Stockholder Meetings | | |||
| Except as otherwise provided in the Bylaws or permitted by statute, all notices of meetings with RACA stockholders shall be in writing and shall be sent or otherwise given in accordance with RACA’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | | | Except as may otherwise be provided in the Bylaws or permitted by statute, all notices of meetings with New POINT stockholders shall be in writing and shall be sent or otherwise given in accordance with New POINT’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | |
| Stockholder Nominations of Persons for Election as Directors | | |||
| Nominations of persons for election to RACA’s Board may be made at an annual meeting or at a Special Meeting of stockholders at which directors are to be elected pursuant to RACA’s notice of meeting only by giving notice to the Secretary. Notice must be received by the Secretary at the principal executive offices of RACA (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by RACA; and (ii) in the case of a Special Meeting of stockholders called for the purpose of electing directors, not later than the | | | Nominations of persons for election to New POINT’s Board may be made at an annual meeting (“Annual Meeting”) or at a Special Meeting of stockholders at which directors are to be elected pursuant to New POINT’s notice of meeting only by giving notice to the Secretary. Notice will be required to be received by the Secretary at the principal executive offices of New POINT (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. The stockholder’s notice to the Secretary must be in proper form, including all information to be required by the Bylaws and comply with all | |
| RACA | | | New POINT | |
| close of business on the 10th day following the day on which public announcement of the date of the Special Meeting is first made by RACA. The stockholder’s notice to the Secretary must be in proper form, including all information required by the Bylaws and comply with all applicable requirements of the Exchange Act. | | | applicable requirements of the Exchange Act. | |
| Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | | |||
| In order for a stockholder to bring a matter before the annual meeting, the stockholder must give timely notice to the Secretary of RACA, as described in RACA’s Bylaws. The notice requirements are also deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | | | In order for a stockholder to bring a matter before the annual meeting, the stockholder will be required to give timely notice to the Secretary of New POINT, as described in New POINT’s Bylaws. The notice requirements will also be deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | |
| Limitation of Liability of Directors and Officers | | |||
| To the fullest extent permitted by the DGCL, a director of RACA shall not be personally liable to RACA or its stockholders for monetary damages for breach of fiduciary duty as a director, unless they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from their actions as a director. | | | To the fullest extent permitted by the DGCL, a director of New POINT shall not be personally liable to New POINT or its stockholders for monetary damages for breach of fiduciary duty as a director, unless they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from their actions as a director. | |
| Indemnification of Directors, Officers, Employees and Agents | | |||
| RACA is required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is, was, or agreed to become a director or officer of RACA or any predecessor of RACA, or serves or served at any other enterprise as a director or officer at the request of RACA or any predecessor to RACA. | | | New POINT will be required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is, was, or agreed to become a director or officer of New POINT or any predecessor of New POINT, or serves or served at any other enterprise as a director or officer at the request of New POINT or any predecessor to New POINT. | |
| Corporate Opportunity Provision | | |||
| The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | | | The doctrine of corporate opportunity, as applied under Delaware law, would apply without modification to directors and officers of New POINT under the Proposed Charter. | |
| Dividends, Distributions and Stock Repurchases | | |||
| The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of RACA preferred stock and the Current Charter requirements relating to business combinations, holders of shares of RACA Common Stock are entitled to receive such | | | The Proposed Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of New POINT preferred stock that may be issued, holders of shares of New POINT Common Stock are entitled to receive such dividends and other distributions (payable in cash, | |
| RACA | | | New POINT | |
| dividends and other distributions (payable in cash, property or capital stock of RACA) when, as and if declared thereon by RACA’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | property or capital stock of New POINT) when, as and if declared thereon by New POINT’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | |
| | | | Liquidation | |
| In the event of a voluntary or involuntary liquidation, dissolution or winding-up of RACA, after payment of the debts and liabilities of RACA and subject to the provisions of statute and the Current Charter and any rights of the holders of RACA preferred stock, the holders of shares of RACA Common Stock shall be entitled to all remaining assets of RACA ratably on the basis of Class A Common Stock (on an as-converted basis with respect to the Class B Common Stock) they hold. | | | In the event of a voluntary or involuntary liquidation, dissolution or winding-up of New POINT, after payment of the debts and liabilities of New POINT and subject to the provisions of statute and the Proposed Charter and any rights of the holders of any New POINT preferred stock that may be issued, the holders of shares of New POINT Common Stock would be entitled to all remaining assets of New POINT ratably on the basis of the Common Stock they hold | |
| Inspection of Books and Records; Stockholder Lists | | |||
| Inspection. Under Section 220 of the DGCL, any RACA stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from RACA’s stock ledger, a list of its stockholders and its other books and records. Voting List. RACA will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | | | Inspection. Under Section 220 of the DGCL, any New POINT stockholder, in person or by attorney or other agent, will have, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from New POINT’s stock ledger, a list of its stockholders and its other books and records. Voting List. New POINT will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | |
| Choice of Forum | | |||
| Unless RACA consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in RACA’s Charter as the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of RACA, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or agent of RACA to RACA or RACA’s stockholders, (C) any action or proceeding asserting a claim against RACA arising pursuant to any provision of the DGCL or RACA’s Charter or Bylaws, (D) any action or proceeding asserting a claim as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting | | | Unless New POINT consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in New POINT’s Amended By-laws as the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of New POINT, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New POINT to New POINT or New POINT’s stockholders, (iii) any action asserting a claim against New POINT arising pursuant to any provision of the DGCL, the Proposed Charter or the Amended By-laws, (iv) any action to interpret, apply, enforce or determine the validity of the Proposed Charter or the Amended By-laws, or (v) any action asserting a claim against | |
| RACA | | | New POINT | |
| a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. If the suit is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. | | | New POINT governed by the internal affairs doctrine. This exclusive-forum provision does not apply to any claims arising under the Exchange Act or the Securities Act. In addition, unless New POINT consents in writing to the selection of an alternative forum, the United States District Court for the District of Delaware is designated as the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of New POINT will be deemed to have notice of and consented to this exclusive-forum provision. | |
| | | Page Number | | |||
Audited Financial Statements of Therapeutics Acquisition Corp. | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Interim Condensed Financial Statements of Therapeutics Acquisition Corp. | | | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
Audited Consolidated Financial Statements of POINT Biopharma Inc. | | | | | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
Unaudited Interim Condensed Consolidated Financial Statements of POINT Biopharma Inc. | | | | | | | |
| | | | F-59 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | |
| ASSETS | | | | | | | |
| Cash | | | | $ | 1,094,556 | | |
| Prepaid expenses | | | | | 106,316 | | |
| Total Current Assets | | | | | 1,200,872 | | |
| Cash and marketable securities held in Trust Account | | | | | 135,706,395 | | |
| Total Assets | | | | $ | 136,907,267 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | | | | $ | 5,109 | | |
| Accrued expenses | | | | | 112,579 | | |
| Total Current Liabilities | | | | | 117,688 | | |
| Deferred Underwriting Commissions | | | | | 4,749,500 | | |
| Total Liabilities | | | | | 4,867,188 | | |
| Commitments and Contingencies | | | | | | | |
| Class A Common Stock subject to possible redemption, 12,704,007 shares at $10.00 per share | | | | | 127,040,070 | | |
| Stockholders’ Equity | | | | | | | |
| Class A Common Stock, $0.0001 par value; 100,000,000 shares authorized; 1,337,393 issued and outstanding (excluding 12,704,007 shares subject to possible redemption) at December 31, 2020 | | | | | 134 | | |
| Class B Common Stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at December 31, 2020 | | | | | 339 | | |
| Additional paid-in-capital | | | | | 5,311,049 | | |
| Accumulated deficit | | | | | (311,513) | | |
| Total Stockholders’ Equity | | | | | 5,000,009 | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 136,907,267 | | |
| Formation and operating costs | | | | $ | 317,908 | | |
| Loss from operations | | | | | (317,908) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 6,395 | | |
| Net loss | | | | $ | (311,513) | | |
| Weighted average shares outstanding of Class A redeemable Common Stock | | | | | 13,570,000 | | |
| Basic and diluted net income per common share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable Common Stock | | | | | 3,708,573 | | |
| Basic and diluted net loss per common share, Class B | | | | $ | (0.09) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – April 15, 2020 (Inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B Common Stock to Sponsor | | | | | — | | | | | | — | | | | | | 3,392,500 | | | | | | 339 | | | | | | 24,661 | | | | | | — | | | | | | 25,000 | | |
Issuance of Class A Common Stock in initial public offering, net of issuance costs of $8.1 million | | | | | 13,570,000 | | | | | | 1,357 | | | | | | — | | | | | | — | | | | | | 127,611,235 | | | | | | — | | | | | | 127,612,592 | | |
Issuance of Class A Common Stock to Sponsor in a private placement | | | | | 471,400 | | | | | | 47 | | | | | | — | | | | | | — | | | | | | 4,713,953 | | | | | | — | | | | | | 4,714,000 | | |
Shares subject to possible redemption | | | | | (12,704,007) | | | | | | (1,270) | | | | | | — | | | | | | — | | | | | | (127,038,800) | | | | | | — | | | | | | (127,040,070) | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (311,513) | | | | | | (311,513) | | |
Balance – December 31, 2020 | | | | | 1,337,393 | | | | | $ | 134 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 5,311,049 | | | | | $ | (311,513) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (311,513) | | |
| Interest earned on marketable securities held in Trust Account | | | | | (6,395) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Prepaid expenses | | | | | (106,316) | | |
| Accounts payable | | | | | 5,109 | | |
| Accrued expenses | | | | | 112,579 | | |
| Net cash used in operating activities | | | | | (306,536) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Investment of cash into Trust Account | | | | | (135,700,000) | | |
| Net cash used in investing activities | | | | | (135,700,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class A Common Stock to Sponsor in a Private Placement | | | | | 4,714,000 | | |
| Proceeds from issuance of Class A redeemable Common Stock, gross | | | | | 135,700,000 | | |
| Proceeds from issuance of Class B Common Stock | | | | | 25,000 | | |
| Payment of offering costs | | | | | (3,337,908) | | |
| Repayment of related party note | | | | | (277,687) | | |
| Proceeds from related party note | | | | | 277,687 | | |
| Net cash provided by financing activities | | | | | 137,101,092 | | |
| Net Change in Cash | | | | | 1,094,556 | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | 1,094,556 | | |
| Supplemental disclosure of noncash activities | | | | | | | |
| Initial classification of Class A Common Stock subject to possible redemption | | | | $ | 127,365,550 | | |
| Change in value of Class A Common Stock subject to possible redemption | | | | $ | (325,480) | | |
| Deferred underwriting commissions in connection with the initial public offering | | | | $ | 4,749,500 | | |
| | | For the Period from April 15, 2020 (inception) through December 31, 2020 | | |||||||||
(in thousands): | | | | | | | | | | | | | |
Statutory federal income tax rate | | | | $ | (65) | | | | | | 21% | | |
Change in valuation allowance | | | | $ | 65 | | | | | | −21% | | |
Income tax provision | | | | $ | — | | | | | | —% | | |
| | | December 31, 2020 | | |||
(in thousands): | | | | | | | |
Deferred tax assets: | | | | | | | |
Net operating loss carryforward | | | | $ | 22 | | |
Capitalized start up/organization costs | | | | | 43 | | |
Total deferred tax assets | | | | $ | 65 | | |
Valuation allowance | | | | | (65) | | |
Deferred tax assets, net of allowance | | | | $ | — | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
| | | March 31, 2021 (unaudited) | | | December 31, 2020 | | ||||||
ASSETS | | | | | | | | | | | | | |
Cash | | | | $ | 699,534 | | | | | $ | 1,094,556 | | |
Prepaid expenses | | | | | 88,817 | | | | | | 106,316 | | |
Total Current Assets | | | | | 788,351 | | | | | | 1,200,872 | | |
Cash and marketable securities held in Trust Account | | | | | 135,709,741 | | | | | | 135,706,395 | | |
Total Assets | | | | $ | 136,498,092 | | | | | $ | 136,907,267 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | | | $ | 352,744 | | | | | $ | 5,109 | | |
Accrued expenses | | | | | 754,809 | | | | | | 112,579 | | |
Deferred Underwriting Commissions, current | | | | | 4,749,500 | | | | | | — | | |
Total Current Liabilities | | | | | 5,857,053 | | | | | | 117,688 | | |
Deferred Underwriting Commissions, non-current | | | | | — | | | | | | 4,749,500 | | |
Total Liabilities | | | | | 5,857,053 | | | | | | 4,867,188 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A Common stock subject to possible redemption, 12,564,103 and 12,704,007 shares at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | | | | | 125,641,030 | | | | | | 127,040,070 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,477,297 and 1,337,393 issued and outstanding (excluding 12,564,103 and 12,704,007 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively | | | | | 148 | | | | | | 134 | | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at March 31, 2021 and December 31, 2020 | | | | | 339 | | | | | | 339 | | |
Additional paid-in capital | | | | | 6,710,075 | | | | | | 5,311,049 | | |
Accumulated deficit | | | | | (1,710,553) | | | | | | (311,513) | | |
Total Stockholders’ Equity | | | | | 5,000,009 | | | | | | 5,000,009 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | $ | 136,498,092 | | | | | $ | 136,907,267 | | |
| Formation and operating costs | | | | $ | 1,402,386 | | |
| Loss from operations | | | | | (1,402,386) | | |
| Other income: | | | | | | | |
| Interest earned on marketable securities held in Trust Account | | | | | 3,346 | | |
| Net loss | | | | $ | (1,399,040) | | |
| Weighted average shares outstanding of Class A redeemable common stock | | | | | 13,570,000 | | |
| Basic and diluted income per share, Class A | | | | $ | 0.00 | | |
| Weighted average shares outstanding of Class B non-redeemable common stock | | | | | 3,863,900 | | |
| Basic and diluted net loss per share, Class B | | | | $ | (0.36) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – December 31, 2020 | | | | | 1,337,393 | | | | | $ | 134 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 5,311,049 | | | | | $ | (311,513) | | | | | $ | 5,000,009 | | |
Shares subject to possible redemption | | | | | 139,904 | | | | | | 14 | | | | | | — | | | | | | — | | | | | | 1,399,026 | | | | | | — | | | | | | 1,399,040 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,399,040) | | | | | | (1,399,040) | | |
Balance – March 31, 2021 | | | | | 1,477,297 | | | | | $ | 148 | | | | | | 3,392,500 | | | | | $ | 339 | | | | | $ | 6,710,075 | | | | | $ | (1,710,553) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities | | | | | | | |
| Net loss | | | | $ | (1,399,040) | | |
| Interest earned on marketable securities held in Trust Account | | | | | (3,346) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Prepaid expense | | | | | 17,499 | | |
| Accounts payable | | | | | 347,635 | | |
| Accrued expenses | | | | | 642,230 | | |
| Net cash used in operating activities | | | | | (395,022) | | |
| Net Change in Cash | | | | | (395,022) | | |
| Cash – beginning of the period | | | | | 1,094,556 | | |
| Cash – end of the period | | | | $ | 699,534 | | |
| Supplemental disclosure of noncash activities | | | | | | | |
| Initial classification of Class A common stock subject to possible redemption | | | | $ | 127,365,550 | | |
| Change in value of Class A common stock subject to possible redemption | | | | $ | 1,724,520 | | |
Description | | | March 31, 2021 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents – money market funds | | | | $ | 135,709,741 | | | | | $ | 135,709,741 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,709,741 | | | | | $ | 135,709,741 | | | | | $ | — | | | | | $ | — | | |
Description | | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | | ||||||||||||
Assets held in Trust Account: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents – money market funds | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 135,706,395 | | | | | $ | 135,706,395 | | | | | $ | — | | | | | $ | — | | |
| | | December 31, 2020 | | | December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | |
Prepaid expenses and other current assets | | | | | 1,850,346 | | | | | | 1,176 | | |
Total current assets | | | | | 12,397,095 | | | | | | 1,176 | | |
Property in development | | | | | 9,797,400 | | | | | | — | | |
Total assets | | | | | 22,194,495 | | | | | | 1,176 | | |
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable | | | | | 3,596,634 | | | | | | — | | |
Accrued expenses | | | | | 1,479,041 | | | | | | — | | |
Amount due to related party | | | | | — | | | | | | 10,400 | | |
Income taxes payable | | | | | 87,882 | | | | | | — | | |
Total current liabilities | | | | | 5,163,557 | | | | | | 10,400 | | |
Mortgage payable, net of debt discount | | | | | 3,550,660 | | | | | | — | | |
Total liabilities | | | | | 8,714,217 | | | | | | 10,400 | | |
Commitment and contingencies (note 11) | | | | | | | | | | | | | |
Equity (Deficit) | | | | | | | | | | | | | |
Common shares, par value $0.001 per share, 50,000,000 and 1,000 authorized, 15,233,884 and nil issued and outstanding as at December 31, 2020 and 2019, respectively | | | | | 15,234 | | | | | | — | | |
Additional paid-in capital | | | | | 26,847,271 | | | | | | — | | |
Accumulated deficit | | | | | (13,382,227) | | | | | | (9,224) | | |
Total shareholders’ equity (deficit) | | | | | 13,480,278 | | | | | | (9,224) | | |
Total liabilities and shareholders’ equity (deficit) | | | | | 22,194,495 | | | | | | 1,176 | | |
| | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Operating expenses | | | | | | | | | | | | | |
Research and development | | | | | 9,142,156 | | | | | | 290 | | |
General and administrative | | | | | 3,972,649 | | | | | | 8,739 | | |
Total operating expenses | | | | | 13,114,805 | | | | | | 9,029 | | |
Loss from operations | | | | | (13,114,805) | | | | | | (9,029) | | |
Other expenses | | | | | | | | | | | | | |
Finance costs | | | | | (5,354) | | | | | | — | | |
Foreign currency loss | | | | | (164,962) | | | | | | (195) | | |
Total other expenses | | | | | (170,316) | | | | | | (195) | | |
Loss before provision for income taxes | | | | | (13,285,121) | | | | | | (9,224) | | |
Provision for income taxes | | | | | (87,882) | | | | | | — | | |
Net loss | | | | | (13,373,003) | | | | | | (9,224) | | |
Net loss per basic and diluted common shares: | | | | | | | | | | | | | |
Basic and diluted net loss per common share | | | | $ | (1.24) | | | | | $ | — | | |
Basic and diluted weighted average common shares outstanding | | | | | 10,783,895 | | | | | | — | | |
| | | Common Shares | | | Additional Paid-in Capital | | | Retained Earnings / (Accumulated Deficit) | | | Total Equity | | ||||||||||||||||||
| | | Number | | | Amount | | ||||||||||||||||||||||||
| | | | | | | | | $ | | | $ | | | $ | | | $ | | ||||||||||||
Incorporation, September 18, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss and comprehensive loss | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Balance at December 31, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Balance at January 1, 2020 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Issuance of common shares, net of issuance costs of $324,555 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 22,560,145 | | | | | | — | | | | | | 22,575,379 | | |
Issuance of warrants | | | | | — | | | | | | — | | | | | | 2,526,320 | | | | | | — | | | | | | 2,526,320 | | |
Share-based compensation | | | | | — | | | | | | — | | | | | | 1,760,806 | | | | | | — | | | | | | 1,760,806 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | (13,373,003) | | | | | | (13,373,003) | | |
Balance at December 31, 2020 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 26,847,271 | | | | | | (13,382,227) | | | | | | 13,480,278 | | |
| | | For the Year Ended December 31, 2020 | | | Period from Inception to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss: | | | | | (13,373,003) | | | | | | (9,224) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Provision for income taxes | | | | | 87,882 | | | | | | — | | |
Share-based compensation expense | | | | | 1,760,806 | | | | | | — | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | | | (1,849,170) | | | | | | (1,176) | | |
Accounts payable | | | | | 3,596,634 | | | | | | — | | |
Accrued expenses | | | | | 1,479,041 | | | | | | — | | |
Amount due to related party | | | | | (10,400) | | | | | | 10,400 | | |
Net cash used in operating activities | | | | | (8,308,210) | | | | | | — | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property in development | | | | | (9,797,400) | | | | | | — | | |
Net cash used in investing activities | | | | | (9,797,400) | | | | | | — | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Borrowings on mortgage payable, net of debt discount | | | | | 3,550,660 | | | | | | — | | |
Issuance of common shares and warrants | | | | | 25,426,254 | | | | | | — | | |
Cost and fees on issuance of common shares | | | | | (324,555) | | | | | | — | | |
Net cash provided by financing activities | | | | | 28,652,359 | | | | | | — | | |
Net increase in cash and cash equivalents | | | | | 10,546,749 | | | | | | — | | |
Cash and cash equivalents, beginning of period | | | | | — | | | | | | — | | |
Cash and cash equivalents, end of period | | | | | 10,546,749 | | | | | | — | | |
| | | As at December 31, 2020 | | | As at December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Prepaid clinical trial expenses | | | | | 1,763,731 | | | | | | — | | |
Canadian harmonized sales tax receivable | | | | | 58,982 | | | | | | — | | |
Other | | | | | 27,633 | | | | | | 1,176 | | |
Total | | | | | 1,850,346 | | | | | | 1,176 | | |
| | | As at December 31, 2020 | | | As at December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Accounts payable | | | | | 3,595,745 | | | | | | — | | |
Other payables | | | | | 889 | | | | | | — | | |
Total | | | | | 3,596,634 | | | | | | — | | |
| | | As at December 31, 2020 | | | As at December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Accrued research and development costs | | | | | 597,994 | | | | | | — | | |
Accrued personnel costs | | | | | 540,292 | | | | | | — | | |
Accrued corporate legal fees and other professional services | | | | | 210,099 | | | | | | — | | |
Other accrued costs | | | | | 130,656 | | | | | | — | | |
Total | | | | | 1,479,041 | | | | | | — | | |
| | | Year ended December 31, 2020 | | |||
Risk-free interest rate | | | | | 0.13% | | |
Expected term (in years) | | | | | 1 | | |
Expected volatility | | | | | 65% | | |
Expected dividend yield | | | | | 0% | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Research and development | | | | | 398,139 | | | | | | — | | |
General and administrative | | | | | 1,362,667 | | | | | | — | | |
Total share-based compensation expense | | | | | 1,760,806 | | | | | | — | | |
| | | Year ended December 31, 2020 | |
Risk-free interest rate | | | 0.11% – 0.50% | |
Expected term (in years) | | | 0.35 – 4.25 | |
Expected volatility | | | 65% | |
Expected dividend yield | | | 0% | |
| | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted- Average Remaining Contractual Term (in years) | | | Aggregate Intrinsic Value | | ||||||||||||
Outstanding as of December 31, 2019 | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Granted | | | | | 659,006 | | | | | | 10.33 | | | | | | | | | | | | | | |
Forfeited | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Outstanding as of December 31, 2020 | | | | | 659,006 | | | | | | 10.33 | | | | | | 5.2 | | | | | | 9,670,120 | | |
Vested and expected to vest as of December 31, 2020 | | | | | 659,006 | | | | | | 10.33 | | | | | | 5.2 | | | | | | 9,670,120 | | |
Options exercisable as of December 31, 2020 | | | | | 53,000 | | | | | | 25.00 | | | | | | 3.8 | | | | | | — | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
U.S. | | | | | (13,591,329) | | | | | | — | | |
Canada | | | | | (164,668) | | | | | | (9,029) | | |
Unrealized foreign exchange translation adjustment | | | | | 470,876 | | | | | | (195) | | |
Loss before provision for income taxes | | | | | (13,285,121) | | | | | | (9,224) | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Current income tax provision: | | | | | | | | | | | | | |
Federal | | | | | 10,000 | | | | | | — | | |
State | | | | | 4,114 | | | | | | — | | |
Canada | | | | | 73,768 | | | | | | — | | |
Total current income tax expense (benefit) | | | | | 87,882 | | | | | | — | | |
Deferred income tax: | | | | | | | | | | | | | |
Federal | | | | | (2,796,615) | | | | | | — | | |
State | | | | | (565,482) | | | | | | — | | |
Canada | | | | | (52,794) | | | | | | (2,494) | | |
Valuation allowance | | | | | 3,414,891 | | | | | | 2,494 | | |
Total deferred income tax (benefit) | | | | | — | | | | | | — | | |
Total provision for income tax (benefit) | | | | | 87,882 | | | | | | — | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Provision for income taxes at the Company’s statutory tax rate of 21% | | | | | (2,789,875) | | | | | | (1,937) | | |
State income taxes | | | | | (561,368) | | | | | | — | | |
Income tax rate differential | | | | | (123,695) | | | | | | (609) | | |
Change in valuation allowance | | | | | 3,412,397 | | | | | | 2,494 | | |
Other | | | | | 150,423 | | | | | | 52 | | |
Provision for income taxes at the Company’s effective income tax rate | | | | | 87,882 | | | | | | — | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Net operating loss carryforwards | | | | | 1,910,665 | | | | | | 580 | | |
License agreements | | | | | 967,268 | | | | | | — | | |
Share based compensation | | | | | 422,280 | | | | | | — | | |
Other | | | | | 114,678 | | | | | | 1,914 | | |
Total deferred tax assets | | | | | 3,414,891 | | | | | | 2,494 | | |
Valuation allowance | | | | | (3,414,891) | | | | | | (2,494) | | |
Net deferred tax assets | | | | | — | | | | | | — | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Valuation allowance, beginning of year and period | | | | | 2,494 | | | | | | — | | |
Increases recorded to income tax provision – US | | | | | 3,362,097 | | | | | | — | | |
Increases recorded to income tax provision – Canada | | | | | 50,300 | | | | | | 2,494 | | |
Valuation allowance, end of year and period | | | | | 3,414,891 | | | | | | 2,494 | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
Net loss attributable to common shareholders | | | | | 13,373,003 | | | | | | 9,224 | | |
Weighted-average common shares outstanding – basic and diluted | | | | | 10,783,895 | | | | | | — | | |
Net loss per share attributable to common shareholders – basic and diluted | | | | $ | 1.24 | | | | | $ | — | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
Options to purchase common shares | | | | | 659,006 | | | | | | — | | |
Warrants to purchase common shares | | | | | 800,000 | | | | | | — | | |
| | | | | 1,459,006 | | | | | | — | | |
| | | Year ended December 31, 2020 | | | Period from September 18, 2019 (date of incorporation) to December 31, 2019 | | ||||||
| | | $ | | | $ | | ||||||
Share-based compensation for consulting arrangement | | | | | 1,109,776 | | | | | | — | | |
Consulting fees to shareholder | | | | | 164,812 | | | | | | — | | |
Consulting fees on business activities to Board member | | | | | 90,975 | | | | | | — | | |
Reimbursement to Board member for occupancy costs | | | | | 21,315 | | | | | | — | | |
| | | | | 1,386,878 | | | | | | — | | |
| | | March 31, 2021 | | | December 31, 2020 | | ||||||
| | | $ | | | $ | | ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | | | | 19,843,052 | | | | | | 10,546,749 | | |
Deferred financing costs | | | | | 1,553,499 | | | | | | — | | |
Prepaid expenses and other current assets | | | | | 4,555,236 | | | | | | 1,850,346 | | |
Total current assets | | | | | 25,951,787 | | | | | | 12,397,095 | | |
Property, plant and equipment | | | | | 12,698,122 | | | | | | 9,797,400 | | |
Total assets | | | | | 38,649,909 | | | | | | 22,194,495 | | |
LIABILITIES & SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable | | | | | 3,373,990 | | | | | | 3,596,634 | | |
Accrued expenses | | | | | 2,971,051 | | | | | | 1,479,041 | | |
Income taxes payable | | | | | 128,307 | | | | | | 87,882 | | |
Mortgage payable, net of debt discount | | | | | 3,553,459 | | | | | | — | | |
Total current liabilities | | | | | 10,026,807 | | | | | | 5,163,557 | | |
Mortgage payable, net of debt discount | | | | | — | | | | | | 3,550,660 | | |
Total liabilities | | | | | 10,026,807 | | | | | | 8,714,217 | | |
Commitment and contingencies (note 8) | | | | | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | | | | |
Common shares, par value $0.001 per share, 50,000,000 authorized, 16,051,884 and 15,233,884 issued and outstanding as at March 31,2021 and December 31, 2020, respectively | | | | | 16,052 | | | | | | 15,234 | | |
Additional paid-in capital | | | | | 47,773,698 | | | | | | 26,847,271 | | |
Accumulated deficit | | | | | (19,166,648) | | | | | | (13,382,227) | | |
Total shareholders’ equity | | | | | 28,623,102 | | | | | | 13,480,278 | | |
Total liabilities and shareholders’ equity | | | | | 38,649,909 | | | | | | 22,194,495 | | |
| | | For the three months ended | | |||||||||
| | | March 31, 2021 | | | March 31, 2020 | | ||||||
| | | $ | | | $ | | ||||||
Operating expenses | | | | | | | | | | | | | |
Research and development | | | | | 4,269,298 | | | | | | 385,594 | | |
General and administrative | | | | | 1,464,692 | | | | | | 1,023,664 | | |
Total operating expenses | | | | | 5,733,990 | | | | | | 1,409,258 | | |
Loss from operations | | | | | (5,733,990) | | | | | | (1,409,258) | | |
Other expenses | | | | | | | | | | | | | |
Finance costs | | | | | (2,799) | | | | | | — | | |
Foreign currency loss | | | | | (7,207) | | | | | | (158,332) | | |
Total other expenses | | | | | (10,006) | | | | | | (158,332) | | |
Loss before provision for income taxes | | | | | (5,743,996) | | | | | | (1,567,590) | | |
Provision for income taxes | | | | | (40,425) | | | | | | (15,244) | | |
Net loss | | | | | (5,784,421) | | | | | | (1,582,834) | | |
Net loss per basic and diluted common shares: | | | | | | | | | | | | | |
Basic and diluted net loss per common share | | | | $ | (0.37) | | | | | $ | (9.19) | | |
Basic and diluted weighted average common shares outstanding | | | | | 15,799,284 | | | | | | 172,291 | | |
| | | Common Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Equity | | ||||||||||||||||||
| | | Number | | | Amount | | ||||||||||||||||||||||||
| | | | | | | | | $ | | | $ | | | $ | | | $ | | ||||||||||||
Balance at December 31, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | (9,224) | | | | | | (9,224) | | |
Issuance of common shares | | | | | 6,330,834 | | | | | | 6,331 | | | | | | 3,238,103 | | | | | | — | | | | | | 3,244,433 | | |
Share-based compensation | | | | | — | | | | | | — | | | | | | 660,163 | | | | | | — | | | | | | 660,163 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | (1,582,834) | | | | | | (1,582,834) | | |
Balance at March 31, 2020 | | | | | 6,330,834 | | | | | | 6,331 | | | | | | 3,898,266 | | | | | | (1,592,058) | | | | | | 2,312,538 | | |
Balance at December 31, 2020 | | | | | 15,233,884 | | | | | | 15,234 | | | | | | 26,847,271 | | | | | | (13,382,227) | | | | | | 13,480,278 | | |
Issuance of common shares in connection with exercise of warrants | | | | | 800,000 | | | | | | 800 | | | | | | 19,999,200 | | | | | | — | | | | | | 20,000,000 | | |
Issuance of common shares in connection with stock option exercises | | | | | 18,000 | | | | | | 18 | | | | | | 449,982 | | | | | | — | | | | | | 450,000 | | |
Share-based compensation | | | | | — | | | | | | — | | | | | | 477,245 | | | | | | — | | | | | | 477,245 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | (5,784,421) | | | | | | (5,784,421) | | |
Balance at March 31, 2021 | | | | | 16,051,884 | | | | | | 16,052 | | | | | | 47,773,698 | | | | | | (19,166,648) | | | | | | 28,623,102 | | |
| | | For the three months ended | | |||||||||
| | | March 31, 2021 | | | March 31, 2020 | | ||||||
| | | $ | | | $ | | ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss: | | | | | (5,784,421) | | | | | | (1,582,834) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Provision for income taxes | | | | | 40,425 | | | | | | 15,244 | | |
Share-based compensation expense | | | | | 477,245 | | | | | | 660,163 | | |
Finance costs | | | | | 2,799 | | | | | | — | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | | | (2,704,890) | | | | | | (107,232) | | |
Deferred financing costs | | | | | (1,553,499) | | | | | | — | | |
Accounts payable | | | | | (222,644) | | | | | | 132,840 | | |
Accrued expenses | | | | | 1,492,010 | | | | | | 344,204 | | |
Amount due to related party | | | | | — | | | | | | 132,412 | | |
Net cash used in operating activities | | | | | (8,252,975) | | | | | | (405,203) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | | | (2,900,722) | | | | | | — | | |
Net cash used in investing activities | | | | | (2,900,722) | | | | | | — | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Issuance of common shares in connection with exercise of warrants | | | | | 20,000,000 | | | | | | — | | |
Issuance of common shares in connection with stock option exercises | | | | | 450,000 | | | | | | 3,244,433 | | |
Deposit received for future issuance of common shares | | | | | — | | | | | | 1,060,067 | | |
Net cash provided by financing activities | | | | | 20,450,000 | | | | | | 4,304,500 | | |
Net increase in cash and cash equivalents | | | | | 9,296,303 | | | | | | 3,899,297 | | |
Cash and cash equivalents, beginning of period | | | | | 10,546,749 | | | | | | — | | |
Cash and cash equivalents, end of period | | | | | 19,843,052 | | | | | | 3,899,297 | | |
| | | As at March 31, 2021 | | | As at December 31, 2020 | | ||||||
| | | $ | | | $ | | ||||||
Prepaid clinical trial expenses | | | | | 4,047,248 | | | | | | 1,763,731 | | |
Prepaid property, plant and equipment costs | | | | | 106,621 | | | | | | — | | |
Canadian harmonized sales tax receivable | | | | | 78,549 | | | | | | 58,982 | | |
Other | | | | | 322,819 | | | | | | 27,633 | | |
Total | | | | | 4,555,237 | | | | | | 1,850,346 | | |
| | | As at March 31, 2021 | | | As at December 31, 2020 | | ||||||
| | | $ | | | $ | | ||||||
Accrued financing costs | | | | | 1,311,508 | | | | | | — | | |
Accrued research and development costs | | | | | 358,490 | | | | | | 597,994 | | |
Accrued personnel costs | | | | | 481,801 | | | | | | 540,292 | | |
Accrued corporate legal fees and other professional services | | | | | 441,625 | | | | | | 210,099 | | |
Other accrued costs | | | | | 377,626 | | | | | | 130,656 | | |
Total | | | | | 2,971,051 | | | | | | 1,479,041 | | |
| | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted- Average Remaining Contractual Term (in years) | | |||||||||
Outstanding as of December 31, 2020 | | | | | 659,006 | | | | | | 10.33 | | | | | | | | |
Granted | | | | | 100,000 | | | | | | 25.00 | | | | | | | | |
Exercised | | | | | (18,000) | | | | | | 25.00 | | | | | | | | |
Forfeited | | | | | — | | | | | | — | | | | | | | | |
Outstanding as of March 31, 2021 | | | | | 741,006 | | | | | | 11.95 | | | | | | 5.7 | | |
Vested and expected to vest as of March 31, 2021 | | | | | 741,006 | | | | | | 11.95 | | | | | | 5.7 | | |
Options exercisable as of March 31, 2021 | | | | | 180,877 | | | | | | 11.63 | | | | | | 5.7 | | |
| | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted- Average Remaining Contractual Term (in years) | | |||||||||
Outstanding as of December 31, 2019 | | | | | — | | | | | | — | | | | | | | | |
Granted | | | | | 483,506 | | | | | | 5.00 | | | | | | | | |
Exercised | | | | | — | | | | | | — | | | | | | | | |
Forfeited | | | | | — | | | | | | — | | | | | | | | |
Outstanding as of March 31, 2020 | | | | | 483,506 | | | | | | 5.00 | | | | | | 6.0 | | |
Vested and expected to vest as of March 31, 2020 | | | | | 483,506 | | | | | | 5.00 | | | | | | 6.0 | | |
Options exercisable as of March 31, 2020 | | | | | — | | | | | | — | | | | | | — | | |
| | | Three months ended March 31, 2021 | | | Three months ended March 31, 2020 | | ||||||
Risk-free interest rate | | | | | 0.716% | | | | | | 0.504% | | |
Expected term (in years) | | | | | 5.375 | | | | | | 4.25 | | |
Expected volatility | | | | | 65% | | | | | | 65% | | |
Expected dividend yield | | | | | 0% | | | | | | 0% | | |
| | | Three months ended March 31, 2021 | | | Three months ended March 31, 2020 | | ||||||
Net loss attributable to common shareholders | | | | | 5,784,421 | | | | | | 1,582,834 | | |
Weighted-average common shares outstanding – basic and diluted | | | | | 15,799,284 | | | | | | 172,291 | | |
Net loss per share attributable to common shareholders – basic and diluted | | | | $ | 0.37 | | | | | $ | 9.19 | | |
| | | Three months ended March 31, 2021 | | | Three months ended March 31, 2020 | | ||||||
| | | | $ | | | | | $ | | | ||
Share-based compensation for consulting arrangements | | | | | — | | | | | | 554,888 | | |
Consulting fees to shareholder | | | | | — | | | | | | 72,424 | | |
Consulting fees on business activities to Board member | | | | | 29,986 | | | | | | 22,162 | | |
Reimbursement to Board member for occupancy costs | | | | | 17,235 | | | | | | — | | |
| | | | | 47,221 | | | | | | 649,474 | | |
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| Exhibit A | | | Form of Subscription Agreement | | | | |
| Exhibit B | | | Form of Amended and Restated Registration and Stockholder Rights Agreement | | | | |
| Exhibit C | | | Form of Transaction Support Agreement | | | | |
| Exhibit D | | | Form of Letter of Transmittal | | | | |
| Exhibit E | | | Form of RACA Certificate of Incorporation | | | | |
| Exhibit F | | | Form of RACA Bylaws | | | | |
| Exhibit G | | | Form of RACA Incentive Equity Plan | | | ||
| Schedule I | | | Supporting Company Stockholders | | |
| Name of Investor: | | | State/Country of Formation or Domicile: | |
| By: | | | | |
| Name: | | | | |
| Title: | | | | |
| Name in which Shares are to be registered (if different): | | | Date: , 2021 | |
| Investor’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
| Attn: | | | Attn: | |
| Telephone No.: | | | Telephone No.: | |
| Facsimile No.: | | | Facsimile No.: | |
| E-Mail: | | | E-Mail: | |
| Number of Shares subscribed for: | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
| P R O X Y C A R D | | | The undersigned appoints Matthew Hammond as proxy, with the power to appoint a substitute, and hereby authorizes such person to represent and to vote, as designated on the reverse side, all common stock of Therapeutics Acquisitions Corp., d/b/a Research Alliance Corp. I (“RACA”) which the undersigned is entitled to vote at the Special Meeting of Stockholders to be held on , 2021 at a.m. Eastern, virtually at at , or any postponement or adjournment thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the proxy’s discretion on such other matters as may properly come before the meeting or any adjournment or postponement thereof. The proposals listed on the reverse side hereof are proposed by RACA. The undersigned acknowledges receipt of the accompanying proxy statement/prospectus and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5, 6 AND 7. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. | |
| | | | Please mark vote as indicated in this example | | | ☒ | | |||
| THE PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 THROUGH 7 BELOW. | | |||||||||
| Proposal No. 1 — The Business Combination Proposal — subject to the approval and adoption of the Charter Amendment Proposal, Nasdaq Stock Issuance Proposal, Incentive Plan Proposal and Director Election Proposal, to (a) adopt and approve the Business Combination Agreement, dated as of March 15, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), a copy of which is appended to the accompanying proxy statement/prospectus as Annex A, among RACA, Bodhi Merger Sub Inc., a Delaware Corporation and a wholly-owned subsidiary of RACA (“Merger Sub”), and POINT Biopharma Inc., a Delaware corporation (“POINT”) pursuant to which Merger Sub will merge with and into POINT, with POINT surviving the merger as a wholly-owned subsidiary of RACA (“New POINT”) and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”). | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 2 — The Charter Amendment Proposal — to approve, assuming the Business Combination Proposal, Nasdaq Stock Issuance Proposal, Incentive Plan Proposal and Director Election Proposal are approved and adopted, a proposed amended and restated certificate of incorporation (the “Proposed Charter”), which will amend and restate RACA’s current second amended and restated certificate of incorporation (the “Current Charter”), and which Proposed Charter will be in effect when duly filed with the Secretary of the State of the State of Delaware in connection with the closing of the Business Combination (the “Closing”). | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 3 — The Advisory Charter Proposals — to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission as seven separate sub-proposals: | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (a) Advisory Charter Proposal A — to change the corporate name of New POINT to “POINT Biopharma Global Inc.”; | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (b) Advisory Charter Proposal B — to increase RACA’s capitalization so that it will have 430,000,000 authorized shares of common stock and 20,000,000 authorized shares of preferred stock; | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (c) Advisory Charter Proposal C — to provide that the removal of any director be only for cause and by the affirmative vote of at least 662∕3% of New POINT’s then-outstanding shares of capital stock entitled to vote generally in the election of directors; | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (d) Advisory Charter Proposal D — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 662∕3% of New POINT’s then-outstanding shares of capital stock entitled to vote on such amendment; | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (e) Advisory Charter Proposal E — to make New POINT’s corporate existence perpetual as opposed to RACA’s corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering, and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (f) Advisory Charter Proposal F — to provide that New POINT will not be subject to Section 203 of the Delaware General Corporation Law, as amended (“DGCL”), which prohibits Delaware corporations from entering into business combinations with interested stockholders, defined as those that hold more than 15% or more of the corporation’s voting stock, absent the receipt of specific approvals specified in Section 203 of the DGCL; and | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| (g) Advisory Charter Proposal G — to remove the provisions setting the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain stockholder actions. | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 4 — The Nasdaq Stock Issuance Proposal — to approve, assuming the Business Combination Proposal, Charter Amendment Proposal, Incentive Plan Proposal and Director Election Proposal are approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a “Nasdaq Listing Rule”), (a) the issuance of up to 60,240,279 newly issued shares of common stock, par value $0.0001 per share, of New POINT, in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus under the heading titled “Business Combination Proposal — Ownership of New POINT” and (b) the issuance and sale of an aggregate of 16,500,000 shares of Class A common stock of RACA, par value $0.0001 per share, to those participating investors in the private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, for a purchase price of $10.00 per share, resulting in an aggregate amount of $165 million to RACA. | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 5 — The Director Election Proposal — to approve, assuming the Business Combination Proposal,Charter Amendment Proposal, Nasdaq Stock Issuance Proposal, and Incentive Plan Proposal are approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of New POINT. | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 6 — The Equity Incentive Plan Proposal — to approve, assuming the Business Combination Proposal, Charter Amendment Proposal, Nasdaq Stock Issuance Proposal, and Director Election Proposal are approved and adopted, the POINT Biopharma Global Inc. 2021 Equity Incentive Plan, a copy of which is appended to the accompanying proxy statement/prospectus as Annex D, which will become effective the day prior to the Closing. | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 7 — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, or the Equity Incentive Plan Proposal, or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived. | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Dated: | | | , 2021 | |
| (Signature) | | |||
| (Signature if held Jointly) | | |||
| Sign exactly as name appears on this proxy card. If shares are held jointly, each holder should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their full titles. If stockholder is a corporation, sign in corporate name by an authorized officer, giving full title as such. If stockholder is a partnership, sign in partnership name by an authorized person, giving full title as such. | |
| Exhibit Number | | | Description | |
| |||||
| | Consent of | |||
| |||||
| 24.1# | | | | |
| 99.1# | | | | |
| 99.2# | | | | |
| | | | ||
| 99.4# | | | | |
| 99.5# | | | | |
| 99.6# | | | | |
| 99.7# | | | | |
| | | |||
| |||||
| 101# | | | Interactive Data File | |
| Name | | | Position | | | Date | | |||
| /s/ Peter Kolchinsky Peter Kolchinsky, Ph.D. | | | Chief Executive Officer and Chairman (Principal Executive Officer) | | | | ||||
| * Matthew Hammond, Ph.D. | | | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | | | | ||||
| * Daniel S. Grau | | | Director | | | | ||||
| * David C. Lubner | | | Director | | | | ||||
| * Michael P. Gray | | | Director | | | | ||||
| By: | | | /s/ Matthew Hammond Matthew Hammond Ph.D. Attorney-in-Fact | | | |