Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 1, 2022, at the Special Meeting, the stockholders of the Company approved the issuance of the Series B Preferred Stock pursuant to the Purchase Agreements and the Bridge Loan Agreements. Accordingly, on April 4, 2022, the Company issued an aggregate of 127,780 shares of Series B-1 Preferred Stock to Casdin and an aggregate of 127,779 shares of Series B-2 Preferred Stock to Viking pursuant to the terms of the Purchase Agreements and Bridge Loan Agreements.
The securities of the Company that were issued as part of the Private Placement Issuance were not registered under the Securities Act of 1933, as amended (Securities Act), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The investors represented to the Company in the Purchase Agreements and the Loan Agreements that they are “accredited investors” within the meaning of Regulation D of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
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