UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Investor’s Rights Agreement
On January 10, 2023, as part of the closing of its previously announced private placement pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) with the institutional accredited investors named therein (the “Investors”) dated January 4, 2023, Landos Biopharma, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the amended and restated investor’s rights agreement by and among the Company and certain of its stockholders dated August 9, 2019 (the “IRA”) in order to add certain of the Investors as parties to the IRA. The Amendment also extended the termination date of the registration rights provided for in the IRA to the earliest to occur of (a) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration and (b) the fifth anniversary of the Amendment.
The foregoing description of the IRA does not purport to be complete and is qualified in its entirety by reference to the IRA, a copy of which has previously been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-252083) and incorporated by reference herein.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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Description |
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10.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Landos Biopharma, Inc. |
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Date: |
January 13, 2023 |
By: |
/s/ Gregory Oakes |
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Gregory Oakes |
Exhibit 10.1
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
INVESTOR’S RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of January 10, 2023 by and among Landos Biopharma, Inc., a Delaware corporation (the “Company”) and the Investors listed on the signature pages hereto, and amends that certain Amended and Restated Investor’s Rights Agreement, dated as of August 9, 2019, by and among the Company and the parties thereto (as amended or otherwise modified from time to time, the “Investor’s Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in Investor’s Rights Agreement.
RECITALS
WHEREAS, the Company and the Investors are parties to the Investor’s Rights Agreement;
WHEREAS, pursuant to Subsection 7.6 of the Investor’s Rights Agreement, the Investor’s Rights Agreement may be amended by the written consent of (a) the Company, and (b) the holders of a majority of the Registrable Securities then outstanding including Perceptive and RTW (such holders, the “Requisite Holders”);
WHEREAS, the undersigned Investors represent the Requisite Holders necessary to amend the Investor’s Rights Agreement pursuant to this Amendment; and
WHEREAS, the Company and the undersigned Investors desire to amend certain provisions of the Investor’s Rights Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties hereto, intending to be legally bound, agree as follows:
“Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of (a) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration and (b) the fifth anniversary of Amendment No. 1 to the Amended and Restated Investor’s Rights Agreement.”
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
COMPANY:
LANDOS BIOPHARMA, INC.
By: /s/ Gregory Oakes
Name: Gregory Oakes
Title: Chief Executive Officer
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
INVESTOR:
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By: /s/ James Mannix
Name: James Mannix
Title: Chief Operating Officer
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
INVESTOR:
PERCEPTIVE XONTOGENY VENTURE FUND, L.P.
By: Perceptive Xontogeny Venture GP, LLC,
its General Partner
By: /s/ James Mannix
Name: James Mannix
Title: Chief Operating Officer
By: /s/ Frederick P. Callori
Name: Frederick P. Callori
Title: Authorized Representative
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
INVESTOR:
PX VENTURE (A), LLC
By: /s/ James Mannix
Name: James Mannix
Title: Authorized Signatory
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
EXHIBIT A
Investors
Perceptive Xontogeny Venture Fund II, L.P.
c/o Perceptive Advisors, LLC
51 Astor Place, 10th Floor
New York, NY 10003