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CUSIP No. 604749101 | | 13D | | Page 9 of 11 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Registration Rights
The Issuer, RiverVest Venture Fund IV, L.P., and certain other investors are party to an investor rights agreement (the “Investor Rights Agreement”), dated November 5, 2018, giving such parties the right to demand the registration of their shares of Common Stock (the “registerable securities”) under the Securities Act of 1933, as amended. Beginning 180 days after the completion of the IPO, the holders of a majority of the then-outstanding registrable securities have demand rights to request the registration on FormS-1 of their registrable securities, provided the anticipated aggregate offering price, net of selling expenses, would exceed $10.0 million. The Issuer is required to file up to two registration statements that are declared effective upon exercise of these demand registration rights. In addition, the holders of a majority of the then-outstanding registrable securities can request that the Issuer register all or part of their shares on FormS-3 if the Issuer is eligible to file a registration statement on FormS-3 and if the aggregate price to the public of the shares offered, net of selling expenses, is at least $1.0 million. The stockholders may only require two registration statements on FormS-3 in a12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding registrable securities or their permitted transferees will have the right to include their registrable securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, five years after the effective date of the IPO, or if earlier the date such stockholder (a) holds less than 1% of the Issuer’s outstanding Common Stock (including shares issuable on conversion of outstanding convertible preferred stock) or (b) can sell all of its shares under Rule 144 of the Securities Act during any90-day period.
This foregoing description of the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is filed asExhibit B hereto and is incorporated herein by reference.
Lock-up Agreement
The Issuer, along with its directors, executive officers and substantially all of its other stockholders, including RiverVest Venture Fund IV, L.P., have agreed with the underwriters for the IPO that, for a period of 180 days following the completion of the IPO, they will not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of our shares of common stock, or any securities convertible into or exercisable or exchangeable for shares of our common stock, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the securities, whether any such swap or transaction is to be settled by delivery of our common stock or other securities, in cash or otherwise. The underwriters may, in their sole discretion, release any of the securities subject to theselock-up agreements at any time.
Item 7. Material to be Filed as Exhibits.
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Exhibit A: | | Joint Filing Agreement, dated August 1, 2019, by and among RiverVest Venture Fund IV, L.P., RiverVest Venture Partners IV, L.P., RiverVest Venture Partners IV, LLC, and Niall O’Donnell. |
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Exhibit B: | | Investor Rights Agreement, dated November 5, 2018 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on FormS-1 (RegistrationNo. 333-232251), filed with the SEC on June 21, 2019). |
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Exhibit C: | | Form ofLock-up Agreement (incorporated by reference to Exhibit A to that certain Underwriting Agreement between the Issuer and the Underwriters (as defined therein) filed as Exhibit 1.1 to the Issuer’s Registration Statement onForm S-1/A (RegistrationNo. 333-232251), filed with the Commission on July 8, 2019). |