Pursuant to Rule 13d-4 of the Act, each of Doig, Nessi, Paster, and Stampacchia expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his or her pecuniary interest therein, if any.
(c) Upon the closing of the Business Combination of the Issuer on February 10, 2021, Omega Fund’s Series A Preferred Shares, including dividends accrued thereon, were automatically converted on a one-for-one basis into Shares of Class A Common Stock of the Issuer without payment of further consideration.
Also on February 10, 2021, Omega Fund purchased the PIPE Shares. The Omega Shares are owned directly by Omega Fund. Pursuant to Rule 13d-4 of the Act, each of Doig, Nessi, Paster, and Stampacchia expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his or her pecuniary interest therein, if any.
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Shares of Class A Common Stock of the Issuer beneficially owned by any of the Reporting Persons.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
In addition to the arrangements described below, the information furnished in Item 3 is incorporated into this Item 6 by reference.
Lock-Up Agreement
On October 20, 2020, certain stockholders of the Issuer, including the Reporting Persons, each entered into lock-up agreements (each, a “Lock-up Agreement”) pursuant to which each party to an agreement agreed that it will not, without the prior written consent of Panacea, during the period commencing on the closing date of the merger and ending on the date that is 180 days after the closing date (i) lend, 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, directly or indirectly, any shares of Panacea Class A common stock, or any securities convertible into or exercisable or exchangeable for Panacea Class A common stock or issued or issuable to such party held by it immediately after the effective time (collectively, the “Stockholder Lock-Up Shares”) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Stockholder Lock-Up Shares. Notwithstanding the foregoing, if the closing price of the Panacea Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty trading days within any thirty-trading day period commencing at least 150 days after the closing date of the merger, then each party’s Stockholder Lock-Up Shares (which, for purposes of holders of options, shall only include options that have vested as of such date) will be automatically released from the lock-up restrictions as of the last day of such thirty-trading day period. The lock-up restrictions contain customary exceptions, including for estate planning transfers, affiliates transfers, and transfers upon death or by will.
Subscription Agreement
In October 2020, in connection with the execution of the Business Combination Agreement, Panacea entered into a Subscription Agreement with Omega Fund, pursuant to which (i) Omega Fund agreed to purchase, and Panacea agreed to sell to Omega Fund, an aggregate of 500,000 shares of Class A Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $5.0 million and (ii) the Issuer agreed that, within 30 calendar days after the Closing Date, the Issuer will file with the SEC (at the Issuer’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to Omega Fund (the “Resale Registration Statement”), and the Issuer shall use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof.
The foregoing descriptions of the Subscription Agreement and Lock-up Agreement do not purport to be complete, and are qualified in their entirety by reference to the text of such agreements (or the forms thereof). Such agreements (or the forms thereof) are attached hereto as exhibits and are incorporated by reference herein. Other than as described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
11.
