UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2009
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51531 | 94-3295878 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
|
395 Oyster Point Boulevard, Suite 400 South San Francisco, California |
94080 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (650) 266-3500
Not Applicable
(Former name or former address, if changed since last report.)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On October 30, 2009, Sunesis Pharmaceuticals, Inc. (the “Company”) completed the second closing for $5.0 million of units, consisting of Series A Preferred Stock and warrants to purchase common stock. This closing constituted the second tranche of the private placement of up to $43.5 million of Sunesis’ securities (the “Private Placement) pursuant to that certain Securities Purchase Agreement, dated March 31, 2009, as amended (the “Purchase Agreement”), by and between the Company and accredited investors, including certain members of management (the “Investors”), as previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2009 (the “Prior Current Report”). The description of the Purchase Agreement in Item 1.01 under the heading “Securities Purchase Agreement” in the Prior Current Report and the description of the amendment of the Purchase Agreement in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2009 are incorporated herein by reference. In connection with the Private Placement, the Company and the Investors also entered into that certain Investor Rights Agreement, dated April 3, 2009, as amended (the “Rights Agreement”). The description of the Rights Agreement in Item 1.01 under the heading “Investor Rights Agreement” in the Prior Current Report and the description of the amendment to the Rights Agreement in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2009 are incorporated herein by reference.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 27, 2009, the Company entered into an agreement (the “Amendment Agreement”) to amend the definitive agreements executed in connection with the Private Placement. The Amendment Agreement was entered into with the Investors and amends the Purchase Agreement to provide in part that, if the holders of a majority of the Series A Preferred Stock issued in the Private Placement (the “Majority Holders”) elect to complete the common equity closing of the Private Placement, they must do so prior to a date determined with reference to the Company’s cash balance dropping below $2.5 million at certain future dates, rather than $4.0 million as initially provided by the Purchase Agreement. The Amendment Agreement also amends the Purchase Agreement to provide that the Company will use commercially reasonable efforts to maintain a cash balance of at least $2.5 million as of January 8, 2010. The Amendment Agreement also amends the Rights Agreement to defer the Investors’ right to designate five members of the Company’s Board of Directors until January 1, 2010, or such later date as determined by the Majority Holders.
The foregoing description of the Amendment Agreement is not complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, a copy of which is filed herewith as Exhibit 10.66 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
On October 30, 2009, the Company completed the sale of $5.0 million of units, consisting of Series A Preferred Stock and warrants to purchase common stock, in connection with the second closing of the Private Placement. The Company issued approximately 1.45 million shares of Series A Preferred Stock in the second closing, which are initially convertible into approximately 14.5 million shares of common stock, and warrants to purchase approximately 14.5 million shares of common stock. The per unit purchase price for a share of Series A Preferred Stock and a warrant to purchase 10 shares of common stock was $3.45, which is equivalent to the purchase price of the units sold in the initial closing of $10.0 million units in April 2009 in accordance with the terms of the Private Placement. The warrants issued at the second closing have an exercise price of $0.22 per share and a term of seven years from issuance. The net proceeds, after deducting placement agent fees and other estimated offering expenses payable by the Company, are expected to be approximately $4.7 million. The terms and conditions of the convertibility of the Series A Preferred Stock are discussed in greater detail in Item 5.03 of the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2009 as well as in Item 5.03 below, and are incorporated herein by reference. The Company expects all net proceeds received from the initial closing of the Private Placement to be used for working capital and other general corporate purposes.
The shares of Series A Preferred Stock sold in the second closing were offered and sold in the Private Placement to the Investors without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Securities Act, and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Accordingly, the securities to be issued in the Private Placement have not been registered under the Securities Act,
and until so registered, these securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration.
The foregoing description of the warrants is not complete and is qualified in its entirety by reference to the full text of the form of warrant, a copy of which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2009, and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 27, 2009, the Company filed a Certificate of Amendment to the Certificate of Designation of the Series A Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Delaware. The Amended Certificate amends certain provisions of the voting rights of the Series A Preferred Stock as they relate to the Company’s cash balance as of January 8, 2010 to correspond to amendments made to the Purchase Agreement pursuant to the Amendment Agreement described in Item 1.01 of this Current Report on Form 8-K.
The foregoing description of the Amended Certificate is not complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is filed herewith as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit
|
Description |
|
| 3.4 | Certificate of Amendment to the Certificate of Designation of the Series A Preferred Stock of the Company. | |
| 10.66 | Second Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated as of October 27, 2009, by and among the Company and the investors identified on the signature pages thereto. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNESIS PHARMACEUTICALS, INC. | ||||||
|
Dated: November 2, 2009 |
By: | /s/ Daniel N. Swisher, Jr. | ||||
| Daniel N. Swisher, Jr. | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 3.4 | Certificate of Amendment to the Certificate of Designation of the Series A Preferred Stock of the Registrant. | |
| 10.66 | Second Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated as of October 27, 2009, by and among the Registrant and the investors identified on the signature pages thereto. | |
Exhibit 3.4
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF DESIGNATION
OF THE SERIES A PREFERRED STOCK
OF
SUNESIS PHARMACEUTICALS, INC.
S UNESIS P HARMACEUTICALS , I NC . , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Company ,” or the “ Corporation ”), D OES H EREBY C ERTIFY :
F IRST : The name of this Corporation is Sunesis Pharmaceuticals, Inc.
S ECOND : The date on which the Certificate of Designation of the Series A Preferred Stock of the Corporation (the “ Certificate of Designation ”) was originally filed with the Secretary of State of the State of Delaware is April 3, 2009.
T HIRD : Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware and the authority vested in the Board of Directors of the Corporation (the “ Board ”) by the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on September 30, 2005 (the “ Restated Certificate ”), the Board of Directors has duly adopted resolutions providing for the amendment of the Certificate of Designation as provided for hereunder, and such resolutions are set forth below in pertinent part:
N OW , T HEREFORE , B E I T R ESOLVED , that pursuant to the authority vested in the Board in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the Restated Certificate, Section A(2)(b)(viii) of the Fourth Article of the Certificate of Designation shall be amended and restated to read in its entirety as follows:
“ (viii) Any issuance of Common Stock (a “ Common Stock Financing ”); provided, however , that no consent of the Series A Preferred shall be required pursuant to this paragraph (viii) for the Common Equity Closing (as such term is defined in that certain Securities Purchase Agreement, dated March 31, 2009, by and between the Company and the other parties thereto (as amended from time to time, the “ Purchase Agreement ”)) and the other transactions contemplated by the Purchase Agreement; and provided, further , that no consent of the Series A Preferred shall be required under this paragraph (viii) for any Common Stock Financing that (A) provides aggregate gross cash proceeds to the Company equal to or greater than the Minimum Aggregate Common Equity Subscription Amount (as such term is defined in the Purchase Agreement) and (B) has a purchase price per share of Common Stock equal to or greater than $0.44 per share, subject to adjustment for any stock dividends, combinations, splits, recapitalizations and the like; notwithstanding the foregoing, this paragraph (viii) shall automatically terminate and be of no force or effect upon the earlier of (I) receipt by the Company of the Non-Participation Notice (as such term is defined in the Purchase Agreement), (II) January 15, 2010, if the Cash Balance Notice (as such term is defined in the Purchase Agreement) reflects a Cash (as such term is defined in the
Purchase Agreement) balance of less than $2.5 million as of January 8, 2010 and no Purchaser Put Notice (as such term is defined in the Purchase Agreement) is delivered to the Company on or before January 15, 2010, (III) December 31, 2010, if no Cash Balance Notice delivered prior to such date reflects a Cash balance less than $2.5 million, and (IV) five (5) Trading Days following the delivery to the Lead Purchasers (as such term is defined in the Purchase Agreement) of a Cash Balance Notice reflecting a Cash balance of the Company of less than $2.5 million and no Purchaser Put Notice is delivered.”; and
R ESOLVED F URTHER , that, upon receipt of the requisite consent of the holders of the Series A Preferred Stock, the officers of the Company are each authorized and directed, for and on behalf of the Company, to execute this Certificate of Amendment and to file it with the Secretary of State of the State of Delaware in the form and manner as required by the laws of the State of Delaware, with such additional changes as the Secretary of State of the State of Delaware may require.
F OURTH : Pursuant to a resolution of the Board of Directors, the Amendment was submitted to the holders of the Series A Preferred Stock of the Company for their consent in accordance with the provisions of Section A(2)(b) of the Fourth Article of the Certificate of Designation, and was duly adopted.
I N W ITNESS W HEREOF , Sunesis Pharmaceuticals, Inc. has caused this Certificate of Amendment to be signed by its duly authorized and elected President and Chief Executive Officer this 27th day of October, 2009.
| S UNESIS P HARMACEUTICALS , I NC . | ||
| By: |
/s/ Daniel N. Swisher, Jr. |
|
|
Daniel N. Swisher, Jr. President and Chief Executive Officer |
||
Exhibit 10.66
SECOND AGREEMENT REGARDING PRIVATE PLACEMENT OF SECURITIES
OF
SUNESIS PHARMACEUTICALS, INC.
T HIS A GREEMENT (the “ Agreement ”) is made and entered into as of this 27 th day of October, 2009, by and among S UNESIS P HARMACEUTICALS , I NC ., a Delaware corporation (the “ Company ”), and the persons and entities listed on Exhibit A hereto (the “ Investors ”).
R ECITALS
A. The Company and the Investors wish to amend that certain Securities Purchase Agreement, dated March 31, 2009, as amended on June 29, 2009 (as amended, the “ Purchase Agreement ”), by and among the Company and the Purchasers (as defined in the Purchase Agreement) and that certain Investor Rights Agreement, dated April 3, 2009, as amended June 29, 2009 (as amended, the “ Rights Agreement ”), by and among the Company and the Investors (as defined in the Rights Agreement);
B. The Majority Purchasers (as defined in the Purchase Agreement) delivered the Purchaser Second Unit Closing Notice (as defined in the Purchase Agreement) on October 20, 2009;
C. Pursuant to Section 7.4 of the Purchase Agreement, the Purchase Agreement may be amended only by a written instrument signed by the Company and the Purchaser or Purchasers holding or having the right to acquire, at the time of such amendment, at least a majority-in-interest of the total Unit Shares (as defined in the Purchase Agreement);
D. Pursuant to Section 8(c) of the Rights Agreement, Section 7(b) of the Rights Agreement may be amended only by written consent of the Company, the Majority Investors (as defined in the Rights Agreement) and Alta Partners, Bay City Capital, NEA and Nextech (each as defined in the Rights Agreement); and
E. The undersigned hold or have the right to acquire at least a majority-in-interest of the total Unit Shares and constitute the Majority Investors and include Alta Partners, Bay City Capital, NEA and Nextech (collectively, the “ Requisite Investors ”).
AGREEMENT
N OW , T HEREFORE , in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. A MENDMENT TO P URCHASE A GREEMENT . All capitalized terms not otherwise defined in this Section 1 shall be as defined in the Purchase Agreement.
(a) The Company and the undersigned hereby agree that the definition of “Common Equity Closing Date” in Section 1.1 of the Purchase Agreement is hereby amended and restated to read as follows:
“‘ Common Equity Closing Date ’ means the first (1 st ) Trading Day after the date on which the last to be satisfied or waived of the applicable conditions set forth in Sections 2.1(a)(iii), 2.2(c)-(e), 5.5 and 5.6, except for those conditions and deliveries that are to be made at the Common Equity Closing; provided, however , that the Common
1.
Equity Closing Date shall not occur prior to (i) the earlier of (X) the
fifteenth (15
th
)
tenth (10
th
)
Trading Day after the date on which the Majority Purchasers would have been required to have delivered a Non-Participation Notice pursuant to Section 2.1(a)(iii) of this Agreement in order for the Purchasers to be not required to
participate in the Common Equity Closing and (Y) the
fifteenth (15
th
)
tenth (10
th
)
Trading Day after the date on which the Lead
Purchasers deliver a Purchaser Put Notice pursuant to Section 2.1(a)(iii) of this Agreement, or (ii) the consummation of the Second Unit Closing if the Purchasers have previously delivered the Purchaser Second Unit Closing Notice
(including delivery of such notice after delivery by the Company of the Company Election Notice and prior to the consummation of the Common Equity Closing).”
(b) The Company and the undersigned hereby agree that the definition of “Purchaser Put Notice” in Section 1.1 of the Purchase Agreement is hereby amended and restated to read as follows:
“‘
Purchaser Put
Notice
’ means a written notice by the Lead Purchasers to the Company and all Purchasers, which shall be delivered if the Majority Purchasers elect to consummate the Common Equity Closing and shall set forth such election, delivered
(i) at any time prior to January 8, 2010, (ii) on or before January 15, 2010, if a Cash Balance Notice is delivered no later than January 12, 2010 and such Cash Balance Notice reflects a Cash balance of less than
$4.0 million
$2.5 million
as of January 8, 2010 or (iii) if a Cash Balance Notice delivered no later than January 12, 2010 sets forth the Company’s Cash balance as greater than
$4.0
million
$2.5 million
as of January 8, 2010, at any time prior to the earlier of (A) December 31, 2010, (B) five (5) Trading Days following the delivery to the Lead Purchasers of a Cash Balance Notice
reflecting a Cash balance of the Company of less than
$4.0 million
$2.5 million
and (C) the closing of an Alternative Common Stock Financing.”
(c) The Company and the undersigned hereby agree that the definition of “Second Unit Closing Date” in Section 1.1 of the Purchase Agreement is hereby amended and restated to read as follows:
“‘
Second Unit Closing Date
’ means the first (1
st
) Trading Day after the date on which the last to be satisfied or waived of the conditions set forth in Sections 2.1(a)(ii), 2.2(b), (d) and (e), 5.3 and 5.4 shall have been satisfied or waived,
except for those conditions and deliveries that are to be made at the Second Unit Closing
;
provided
,
however
, that the Second Unit Closing Date shall not occur prior to the fifteenth (15
th
) Trading Day after the date on which a Company Second Unit Closing Notice, Purchaser Second Unit
Closing Notice or Majority Purchaser Second Unit Closing Notice, as applicable, is validly delivered pursuant to this Agreement
.”
The Company and the undersigned acknowledge that the Second Unit Closing Date is targeted to be October 30, 2009, subject to the satisfaction or waiver of the deliveries and conditions set forth in Sections 2.1(a)(ii), 2.2(b), (d) and (e), 5.3 and 5.4.
(d) The Company and the undersigned hereby agree that a new Section 4.15 is hereby added to the Purchase Agreement to read as follows:
“4.15 Cash Balance . The Company shall deliver to the Lead Purchasers a Cash Balance Notice no later than January 12, 2010 that sets forth the Company’s Cash balance as of January 8, 2010. The Company will use commercially reasonable efforts to cause the Company to maintain a Cash balance of at least $2.5 million as of January 8, 2010 and will
2.
not take any action intended to have the effect of causing the Cash balance to fall below $2.5 million as of such date; provided, however , that, nothing in this Section 4.15 shall prevent the Company from paying accounts payable and taking other actions in the ordinary course of business consistent with past practice and the Company’s Board-approved operating plan.”
2. A MENDMENT TO R IGHTS A GREEMENT . All capitalized terms not otherwise defined in this Section 2 shall be as defined in the Rights Agreement. The Company and the undersigned hereby agree that Section 7(b)(2) of the Rights Agreement is hereby amended and restated to read as follows:
“Subject to Section 7(b)(6) below, from and after the earlier to occur of (i) the Second Unit Closing, (ii) the Common Equity Closing and (iii) the closing of an Alternative Common Stock Financing in which the Investors exercise preemptive rights pursuant to the terms of this Agreement and, as a result, beneficially own greater than a majority of the Company’s voting stock as of such closing, the Company shall take all appropriate action to promptly establish and maintain the size of the Board at nine (9) members, five (5) of which shall be Investor Designees and nominated in accordance with the provisions of this Section 7(b). Alta Partners, Bay City Capital, NEA and Nextech, together with their respective affiliates, shall each have the right to designate one (1) such Investor Designee. Notwithstanding the foregoing, the Company’s obligation to set and maintain the size of the Board at nine (9) members and the Investors’ right to designate five (5) Investor Designees pursuant to this Section 7(b)(2) shall not be effective prior to January 1, 2010 or such later date as determined by the Majority Investors. On or prior to January 20 of each year in which the Majority Investors have rights pursuant to this Section 7(b) (assuming the Company has made a request therefor at least five (5) Trading Days prior thereto), and within five (5) Trading Days of the request by the Company in connection with the preparation of a proxy statement with respect to the election of members of the Board or a vacancy created on the Board by the resignation, death or disability of an Investor Designee or the failure of an Investor Designee to be elected at a meeting of the Company at any time at which the Majority Investors have rights pursuant to this Section 7(b), each Investor shall notify the Company of the number of voting shares of the Company’s capital stock beneficially owned by such Investor as of a date within five (5) Trading Days of the delivery of such notice.”
3. M ISCELLANEOUS . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. Other than as set forth herein, the Purchase Agreement and the Rights Agreement shall remain in full force and effect. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Upon the execution of this Agreement by the Company and the Requisite Investors, all parties to the Purchase Agreement and the Rights Agreement shall be bound by this Agreement.
[S IGNATURE P AGE TO F OLLOW ]
3.
I N W ITNESS W HEREOF , the parties hereto have executed this Agreement as of the date first above written.
| COMPANY: | I NVESTORS : | |||||||
| S UNESIS P HARMACEUTICALS , I NC . | B AY C ITY C APITAL F UND V, L.P. | |||||||
| Signature: |
/s/ Daniel N. Swisher, Jr. |
By: |
/s/ Carl Goldfischer |
|||||
| Print Name: | Daniel N. Swisher, Jr. | Name: | Carl Goldfischer | |||||
| Title: | President and CEO | Title: | Manager and Managing Director | |||||
| Address: | 395 Oyster Point Boulevard, #400 | |||||||
| South San Francisco, CA 94080 | ||||||||
| B AY C ITY C APITAL F UND V C O -I NVESTMENT F UND , L.P. | ||||||||
| By: |
/s/ Carl Goldfischer |
|||||||
| Name: | Carl Goldfischer | |||||||
| Title: | Manager and Managing Director | |||||||
| G ROWTH E QUITY O PPORTUNITIES F UND , LLC | ||
| By: |
/s/ Charles W. Newhall III |
|
| Name: | Charles W. Newhall III | |
| Title: | Manager of NEA 12 GP, LLC, the sole general partner of NEA Partners 12, Limited Partnership, the sole general partner of New Enterprise Associates 12, Limited Partnership, the sole member of Growth Equity Opportunities Fund, LLC | |
| A LTA B IO P HARMA P ARTNERS III, L.P. | ||
| By: |
/s/ Hilary Strain |
|
| Name: | Hilary Strain | |
| Title: | VP of Finance and Admin. | |
| A LTA B IO P HARMA P ARTNERS III G MB H & C O . B ETEILIGUNGS KG | ||
| By: |
/s/ Hilary Strain |
|
| Name: | Hilary Strain | |
| Title: | VP of Finance and Admin. | |
| A LTA E MBARCADERO B IO P HARMA P ARTNERS III, LLC | ||
| By: |
/s/ Hilary Strain |
|
| Name: | Hilary Strain | |
| Title: | VP of Finance and Admin. | |
| M ERLIN N EXUS III, L.P. | ||
| By: |
/s/ Dominique Semon |
|
| Name: | Dominique Semon | |
| Title: | Managing Partner | |
| N EXUS G EMINI , L.P. | ||
| By: |
/s/ Dominique Semon |
|
| Name: | Dominique Semon | |
| Title: | Managing Partner | |
|
ONC G ENERAL P ARTNER L IMITED AS G ENERAL P ARTNER OF ONC P ARTNERS , L.P. |
||
| By: |
/s/ Martin Paul |
|
| Name: | Martin Paul | |
| Title: | Director | |
| V ISION O PPORTUNITY M ASTER F UND , L TD . | ||
| By: |
/s/ Adam Benowitz |
|
| Name: | Adam Benowitz | |
| Title: | Director | |
| C AXTON A DVANTAGE L IFE S CIENCES F UND , L.P. | ||
| By: |
/s/ Eric W. Roberts |
|
| Name: | Eric W. Roberts | |
| Title: | Managing Director | |
| V ENROCK A SSOCIATES | ||
| By: |
/s/ Anthony B. Evnin |
|
| Name: | Anthony B. Evnin | |
| Title: | General Partner | |
| V ENROCK A SSOCIATES II, L.P. | ||
| By: |
/s/ Anthony B. Evnin |
|
| Name: | Anthony B. Evnin | |
| Title: | General Partner | |
| O PUS P OINT H EALTHCARE (L OW N ET ) F UND , L.P. | ||
| By: |
/s/ Michael S. Weiss |
|
| Name: | Michael S. Weiss | |
| Title: | Manager of the Investment Manager | |
| O PUS P OINT H EALTHCARE V ALUE F UND , L.P. | ||
| By: |
/s/ Michael S. Weiss |
|
| Name: | Michael S. Weiss | |
| Title: | Manager of the Investment Manager | |
| S WISHER R EVOCABLE T RUST | ||
| By: |
/s/ Daniel N. Swisher, Jr. |
|
| Name: | Daniel N. Swisher, Jr. | |
| Title: | Trustee | |
| B JERKHOLT /H AHN F AMILY T RUST | ||
| By: |
/s/ Eric Bjerkholt |
|
| Name: | Eric Bjerkholt | |
| Title: | ||
| S TEVEN B LAKE K ETCHUM | ||
| By: |
/s/ Steven Blake Ketchum |
|
E XHIBIT A
L IST OF I NVESTORS
Bay City Capital Fund V, L.P.
Bay City Capital Fund V Co-Investment Fund, L.P.
Growth Equity Opportunities Fund, LLC
Alta BioPharma Partners III, L.P.
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
Alta Embarcadero BioPharma Partners III, LLC
Merlin Nexus III, L.P.
Nexus Gemini, L.P.
ONC General Partner Limited as General Partner of ONC Partners, L.P.
Vision Opportunity Master Fund, Ltd.
Caxton Advantage Life Sciences Fund, L.P.
Venrock Associates
Venrock Associates II, L.P.
Opus Point Healthcare (Low Net) Fund, L.P.
Opus Point Healthcare Value Fund, L.P.
Swisher Revocable Trust
Bjerkholt/Hahn Family Trust
Steven Blake Ketchum