Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: We had no sales of unregistered equity securities during the period covered by these condensed financial statements.
+Added: In July 2020, we entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with the purchasers named therein (the “ Investors ”).
+Added: Pursuant to the Purchase Agreement, we agreed to sell an aggregate of approximately 118,638 shares of Series A Preferred Stock for gross proceeds of $104.4 million, or net proceeds of approximately $98.9 million after deducting commissions and estimated offering costs.
+Added: Proceeds will be used to support general corporate working capital purposes, including the on-going development efforts with respect to PLX9486.
Agreement and Plan of Merger, dated July 6, 2020, by and among Unum Therapeutics Inc., Utah Merger Sub 1 LLC, Utah Merger Sub 2 LLC and Kiq LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No.
2 unchanged sentences
001-38443) filed on July 6, 2020)
−Removed: Amendment to the Amended and Restated By-laws of Unum Therapeutics Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No.
−Removed: 001-38443) filed on July 6, 2020)
+Added: Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No.
+Added: 333-223414) filed March 19, 2018)
+Added: Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No.
+Added: 001-38443) filed on October 5, 2020)
+Added: Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No.
+Added: 001-38443) filed on November 9, 2020)
+Added: Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No.
+Added: 001-38443) filed on October 5, 2020)
Securities Purchase Agreement, dated as of July 6, 2020, by and among Unum Therapeutics Inc.
10 unchanged sentences
001-38443) filed on July 6, 2020)
−Removed: Employee Agreement by and between the Registrant and Seth Ettenberg, effective as of March 19, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-38443) filed on May 11, 2020)
+Added: Asset Purchase Agreement, dated August 28, 2020, by and among, Unum Therapeutics Inc.
+Added: SOTIO LLC and SOTIO NV
+Added: License Agreement, dated as of May 27, 2020, by and between Kiq LLC and Plexxikon Inc.
+Added: (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q/A (File No.
+Added: 001-38443) filed on October 6, 2020)
+Added: Employment Agreement, dated October 23, 2020, between Cogent Biosciences, Inc.
+Added: and Andrew Robbins
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
Indicates a management contract or any compensatory plan, contract or arrangement.
+Added: Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), or otherwise subject to the liability of that section.
1 unchanged sentence
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 thereunto duly authorized.
−Removed: UNUM THERAPEUTICS INC.
−Removed: August 11, 2020
−Removed: /s/ Charles Wilson
−Removed: Charles Wilson, Ph.D.
+Added: COGENT BIOSCIENCES, INC.
+Added: November 9, 2020
+Added: /s/ Andrew Robbins
+Added: Andrew Robbins
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 11, 2020
+Added: November 9, 2020
/s/ John Green
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.