Delaware |
2834 |
85-2696306 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ |
Smaller reporting company | |||||
Emerging growth company |
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common stock, par value $0.0001 per share |
39,757,419(2) |
$13.27(3) |
$527,580,950 |
$48,906.75(3)(4) | ||||
Total |
39,757,419 |
$527,580,950 |
$48,906.75 | |||||
| ||||||||
|
(1) |
This registration statement (this “Registration Statement”) also covers an indeterminate number of additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of Pardes Biosciences, Inc. (the “Registrant”) that may be offered or issued to prevent dilution resulting from share splits, share dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) |
Consists of an aggregate of 39,757,419 shares of Common Stock registered for sale by the selling securityholders named in this Registration Statement. |
(3) |
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $13.27 which is the average of the high and low prices of shares of the Registrant’s common stock on The Nasdaq Global Market (“Nasdaq”) on January 20, 2022 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)). |
(4) |
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927. |
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F-1 |
• | Complete preclinical and clinical development and seek approval for our lead product candidate, PBI-0451, an investigational drug designed to be orally administered DAA for the treatment and prevention of SARS-CoV-2 infections, the cause of COVID-19, including infections caused by newly emerging SARS-CoV-2 variants. PBI-0451 in August 2021. If PBI-0451 demonstrates acceptable human pharmacokinetics and tolerability data in the Phase 1 clinical trial, we subsequently intend to discuss with the FDA and other regulatory authorities outside of the U.S., and seek advice, regarding proposed plans to initiate a Phase 2/3, potentially registrational, treatment trial that will enroll patients who are test positive for SARS-CoV-2 PBI-0451 in additional populations, such as a post-exposure prophylaxis in first degree contacts of patients diagnosed with SARS-CoV-2 |
implement our clinical trials to align on the regulatory pathway for approval of PBI-0451 and may seek Emergency Use Authorizations (EUA). |
• | Expand our pipeline by developing additional highly selective, orally administered drug candidates against additional targets in virology, immunology and oncology. PBI-0451, can be developed as a broadly active anti-coronaviral drug, we intend to continue to improve our capability to inhibit a range of coronaviruses, while we expand our wholly owned pipeline by continuing to innovate and discover additional differentiated oral small molecules against additional targets. |
• | Maximize the value of our product candidates. |
• | Pardes has incurred significant losses since its inception and expects to incur losses for the foreseeable future. |
• | Pardes has a limited operating history and no history of successfully developing or commercializing any approved therapeutic products, which may make it difficult to evaluate the success of our business to date and to assess the prospects for our future viability and ability to generate revenue and become profitable in the future`. |
• | Pardes will require additional capital to finance our operations, which may not be available to us on acceptable terms, or at all. As a result, Pardes may not complete the development and commercialization of PBI-0451 or any other product candidates. |
• | Pardes is heavily dependent on the success of PBI-0451, our lead product candidate. |
• | If Pardes is not successful in discovering, developing, receiving regulatory approval for and commercializing PBI-0451 or other product candidates, our ability to expand our business and achieve our strategic objectives would be impaired. |
• | PBI-0451 and any other product candidates must undergo rigorous clinical trials and regulatory approvals, and success in nonclinical studies or earlier-stage clinical trials may not be indicative of results in future clinical trials. |
• | Pardes is subject to many manufacturing risks, any of which could substantially increase our costs, delay clinical programs and limit supply of our products. |
• | Pardes may encounter difficulties in managing our growth, which could adversely affect our operations. |
• | Pardes must attract and retain highly skilled employees to succeed. If Pardes is not able to retain our current team or continue to attract and retain qualified scientific, technical and business personnel, our business will suffer. |
• | Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements. |
• | If Pardes fails to maintain an effective system of internal control over financial reporting, Pardes may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock. |
• | Pardes’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud. |
• | Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control, including significant competition for recruiting patients with COVID-19 in clinical trials. |
• | Pardes may not be able to secure a partner to help commercialize the product outside of North America. |
• | PBI-0451, Pardes’s lead candidate recently initiated its Phase 1 clinical study. Accordingly, there is significant uncertainty around the development of PBI-0451 as a potential treatment for coronavirus generally, and SARS-CoV-2 COVID-19 specifically. |
• | PBI-0451 may face significant competition from vaccines, other anti-viral therapies and other treatments for SARS-CoV-2 |
• | Pardes’ success depends upon our ability to obtain and maintain intellectual property protection for our products and technologies. Proprietary rights and technology are difficult and costly to protect, and Pardes may not be able to ensure their protection. |
• | COVID-19 may materially and adversely affect our business and financial results. |
• | COVID-19 may materially and adversely affect timing and/or conduct of Pardes clinical trials. |
Securities that may be offered and sold from time to time by the Selling Securityholders named herein |
Up to an aggregate of 39,757,419 shares of Common Stock held by the Selling Securityholders. | |
Common stock outstanding |
62,378,996 shares of Common Stock outstanding as of January 17, 2022. | |
Use of proceeds |
All of the shares of Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales. | |
Market for our common stock |
Our common stock is listed on Nasdaq under the symbol “PRDS”. | |
Risk factors |
Any investment in the Common Stock offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “ Risk Factors |
• | the ability of Pardes’s clinical trials to demonstrate acceptable safety and efficacy of Pardes’s product candidates, including PBI-0451, Pardes’s lead product candidate, and other positive results; |
• | the timing, progress and results of clinical trials for PBI-0451 and completion of studies or trials and related preparatory work, |
• | the period during which the results of the trials will become available; |
• | the initiation, timing, progress, results and costs of Pardes’s research and development programs and Pardes’s current and future preclinical and clinical studies; |
• | Pardes’s ability to initiate, recruit and enroll patients in and conduct its clinical trials at the pace that Pardes’s projects; |
• | the timing, scope and likelihood of regulatory filings; |
• | Pardes’s ability to obtain marketing approvals of its product candidates and to meet existing or future regulatory standards or comply with post-approval requirements; |
• | Pardes’s expectations regarding the potential market size, government stockpiling and the size of the patient populations for its product candidates, if approved for commercial use; |
• | Pardes’s intellectual property position and expectations regarding its ability to obtain and maintain intellectual property protection; |
• | Pardes’s ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with its commercial objectives; |
• | the impact of government laws and regulations; |
• | Pardes’s competitive position and expectations regarding developments and projections relating to its competitors and any competing therapies that are or become available; |
• | developments and expectations regarding developments and projections relating to Pardes’s competitors and industry; and |
• | other risks and uncertainties indicated in this prospectus, including those under “ Risk Factors |
• | successfully complete nonclinical studies and clinical trials for PBI-0451 and any other product candidates; |
• | seek and obtain marketing approvals for any product candidates that complete clinical development; |
• | establish and maintain supply and manufacturing relationships with third parties, and ensure adequate and legally compliant manufacturing of bulk drug substances and drug products to maintain that supply; |
• | launch and commercialize any product candidates for which Pardes obtains marketing approval, and, if launched independently, successfully establish a sales, marketing and distribution infrastructure; |
• | demonstrate the necessary safety data post-approval to ensure continued regulatory approval; |
• | obtain coverage and adequate product reimbursement from third-party payors, including government payors; |
• | achieve market acceptance for any approved products; |
• | address any competing technological and market developments; |
• | negotiate favorable terms in any collaboration, licensing or other arrangements into which Pardes may enter in the future and performing our obligations in such collaborations; |
• | establish, maintain, protect and enforce our intellectual property rights; and |
• | attract, hire and retain qualified personnel. |
• | the initiation, progress, timing, costs and results of nonclinical studies and anticipated clinical trials for PBI-0451 or any other product candidates Pardes may develop, including any COVID-19-related delays |
• | the outcome, timing and cost of seeking and obtaining regulatory approvals from the FDA and applicable foreign regulatory authorities, including the potential for such authorities to require that Pardes performs more nonclinical studies or clinical trials than those that Pardes currently expects; |
• | the cost to establish, maintain, expand, enforce and defend the scope of our intellectual property portfolio, including the amount and timing of any payments Pardes may be required to make, or that Pardes may receive, in connection with licensing, preparing, filing, prosecuting, defending and enforcing any patents or other intellectual property rights; |
• | the effect of competing technological and market developments; |
• | market acceptance of any approved product candidates, including product pricing, as well as product coverage and the adequacy of reimbursement by third-party payors; |
• | the cost of acquiring, licensing or investing in additional businesses, products, product candidates and technologies; |
• | the cost and timing of selecting, auditing and potentially validating a manufacturing site for commercial-scale manufacturing; |
• | the stability, scale, yield and cost of manufacturing our product candidates for clinical trials, in preparation for regulatory approval and in preparation for commercialization; |
• | the cost of establishing sales, marketing and distribution capabilities for any product candidates for which Pardes may receive regulatory approval and that Pardes determines to commercialize; |
• | the ability to establish, nature, and timing of potential partnerships around current or future PBI-0451 assets; and |
• | our need to implement additional internal systems and infrastructure, including financial and reporting systems. |
• | the research methodology used may not be successful in identifying potential product candidates; |
• | competitors may develop alternatives that render our product candidates obsolete or less attractive; |
• | a product candidate may, on further study, be shown to have harmful side effects, toxicities, be unable to achieve clinically relevant concentration after dosing or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria; |
• | a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all; |
• | an approved product may not be accepted as safe and effective by trial participants, the medical community or third-party payors; and |
• | intellectual property, patents or other proprietary rights of third parties may cover the product candidates that we develop or potentially block our entry into certain markets or make such entry economically impracticable. |
• | inability or failure by us or third parties to comply with regulatory requirements, including the requirements of good laboratory practice (“GLP”); |
• | inability to generate sufficient nonclinical or other in vivo or in vitro data to support the initiation of clinical studies; |
• | delays in reaching a consensus with regulatory agencies on study design and obtaining regulatory authorization to commence clinical trials; |
• | challenges in obtaining sufficient quantities of our drug candidates for use in nonclinical studies and clinical trials from third-party suppliers on a timely basis; |
• | delays due to the COVID-19 pandemic, including due to reduced workforce productivity as a result of our implementation of a work-from-home policy or illness among personnel, or due to delays at our third-party contract research organizations throughout the world for similar reasons or due to restrictions imposed by applicable governmental authorities; and |
• | delays due to other global-scale potentially catastrophic events, including other pandemics, terrorism, war, and climate changes. |
• | the manufacturing process is susceptible to product loss due to contamination by adventitious microorganisms, equipment failure, improper installation or operation of equipment, vendor or operator error and improper storage conditions. Even minor deviations from normal manufacturing processes could result in reduced production yields and quality as well as other supply disruptions. If microbial, viral or other contaminations are discovered in our products or in the manufacturing facilities in which our products are made, the manufacturing facilities may need to be closed for an extended period of time to investigate and eliminate the contamination; |
• | the manufacturing facilities in which our products are made could be adversely affected by equipment failures, labor and raw material shortages, financial difficulties of our contract manufacturers, natural disasters, power failures, local political unrest, politically driven embargoes or trade agreements affecting supply of raw materials, and numerous other factors; and |
• | any adverse developments affecting manufacturing operations for our products may result in shipment delays, inventory shortages, lot failures, product withdrawals or recalls or other interruptions in the supply of our products. Pardes may also have to record inventory write-offs and incur other charges and expenses for products that fail to meet specifications, undertake costly remediation efforts or seek more expensive manufacturing alternatives. |
• | the size and nature of the patient population; |
• | the number and location of clinical sites where patients are to be enrolled; |
• | the eligibility and exclusion criteria for the trial; |
• | the design of the clinical trial; |
• | inability to obtain and maintain patient consents; |
• | risk that enrolled participants will drop out before completion; |
• | competition with other companies for clinical sites or patients and clinicians’ and patients’ perceptions as to the potential advantages of the product being studied in relation to other available therapies, including any new products that may be approved for the indications Pardes is investigating; and |
• | other factors outside of our control, such as the ongoing and evolving nature of the COVID-19 pandemic, the efficacy of vaccines and availability of other treatment options. |
• | delays or difficulties in enrolling participants in a clinical trial, including rapidly evolving treatment paradigms, and subjects that may not be able to comply with clinical trial protocols if quarantines impede subject movement or interrupt healthcare services; |
• | difficulties in enrolling participants due to the number of competing therapies being tested for COVID-19; |
• | delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators, and clinical site staff, or the overwork of existing investigators and staff; |
• | diversion or prioritization of healthcare resources away from the conduct of clinical trials and towards the COVID-19 pandemic, including the diversion of hospitals serving as clinical trial sites and hospital staff supporting the conduct of clinical trials; |
• | interruptions or delays in preclinical or clinical studies due to restricted or limited operations at research and development laboratory facilities; |
• | interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal, state or provincial governments, employers and others; |
• | limitations in employee resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people; |
• | delays in receiving approval from local regulatory authorities to initiate our planned clinical trials; |
• | delays in clinical sites receiving the supplies and materials needed to conduct clinical trials; |
• | interruption in global shipping that may affect the transport of clinical trial materials, such as investigational drug product; |
• | changes in local regulations as part of a response to the COVID-19 outbreak that may require Pardes to change the ways in which our clinical trials are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether; |
• | delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees; and |
• | the refusal of the FDA or other regulators to accept data from clinical trials in SARS-CoV-2 affected |
• | disagreement with the design or implementation of our clinical trials; |
• | failure to demonstrate that a product candidate is safe and effective for its proposed indication; |
• | failure of clinical trials to meet the level of statistical significance required for approval; |
• | failure to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks; |
• | disagreement with our interpretation of data from nonclinical studies or clinical trials; |
• | the insufficiency of data collected from clinical trials of our product candidates to obtain regulatory approval; |
• | failure to obtain approval of the manufacturing processes or facilities of third-party manufacturers with whom Pardes contract for clinical and commercial supplies; or |
• | changes in the approval policies or regulations that render our nonclinical and clinical data insufficient for approval. |
• | the FDA or applicable foreign regulatory authorities may not authorize Pardes’s or our investigators to commence our planned clinical trials or any other clinical trials Pardes may initiate, or may suspend our clinical trials, for example, through imposition of a clinical hold, and may request additional data to permit allowance of our investigational new drug, or IND; |
• | delays in filing or receiving allowance of additional IND applications that may be required; |
• | lack of adequate funding to continue our clinical trials and nonclinical studies; |
• | inability to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to support the initiation or continuation of clinical trials; |
• | negative results from our ongoing nonclinical studies; |
• | delays in reaching or failing to reach agreement on acceptable terms with prospective CROs and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and study sites; |
• | delays in identifying, recruiting and training suitable clinical investigators; |
• | the inability of CROs to perform under these agreements, including due to impacts from the COVID-19 pandemic on their workforce; |
• | inadequate quantity or quality of a product candidate or other materials necessary to conduct clinical trials, for example delays in the manufacturing of sufficient supply of finished drug product; |
• | difficulties obtaining ethics committee or Institutional Review Board, or IRB, approval to conduct a clinical study at a prospective site or sites; |
• | challenges in recruiting and enrolling subjects to participate in clinical trials, the proximity of subjects to study sites, eligibility criteria for the clinical study, the nature of the clinical study protocol, the availability of approved effective treatments for the relevant disease, and competition from other clinical study programs for similar indications; |
• | severe or unexpected drug-related side effects experienced by subjects in a clinical trial; |
• | Pardes may decide, or regulatory authorities may require us, to conduct additional nonclinical or clinical trials or abandon product development programs; |
• | delays in validating, or inability to validate, any endpoints utilized in a clinical trial; |
• | the FDA or applicable foreign regulatory authorities may disagree with our clinical study design and our interpretation of data from clinical trials, or may change the requirements for approval even after it has reviewed and commented on the design for our clinical trials; and |
• | difficulties retaining subjects who have enrolled in a clinical trial but may be prone to withdraw due to rigors of the clinical trials, lack of efficacy, side effects, personal issues, or loss of interest. |
• | failure to conduct the clinical study in accordance with regulatory requirements or our clinical protocols; |
• | inspection of the clinical study operations or study sites by the FDA or other regulatory authorities that reveals deficiencies or violations that require us to undertake corrective action, including in response to the imposition of a clinical hold; |
• | developments on trials conducted by competitors for related technology that raises FDA or foreign regulatory authority concerns about risk to patients of the technology broadly, or if the FDA or a foreign regulatory authority finds that the investigational protocol or plan is clearly deficient to meet our stated objectives; |
• | unforeseen safety issues or safety signals, including any that could be identified in our ongoing nonclinical studies or proposed clinical trials, adverse side effects or lack of effectiveness; |
• | changes in the standard of care on which a clinical development plan was based, which may require new or additional trials; |
• | changes in government regulations or administrative actions; |
• | problems with clinical supply materials; and |
• | lack of adequate funding to continue clinical trials. |
• | regulatory and administrative requirements of the jurisdiction where the trial is conducted that could burden or limit our ability to conduct our clinical trials; |
• | foreign exchange fluctuations; |
• | manufacturing, customs, shipment and storage requirements; |
• | the failure of enrolled patients in foreign countries to adhere to clinical protocol as a result of differences in healthcare services or cultural custom; |
• | cultural differences in medical practice and clinical research; |
• | the risk that the patient populations in such trials are not considered representative as compared to the patient population in the target markets where approval is being sought; and |
• | political and economic risks relevant to such foreign countries. |
• | the federal Anti-Kickback Statute prohibits persons from, among other things, knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, the referral of an individual for the furnishing or arranging for the furnishing, or the purchase, lease or order, or arranging for or recommending purchase, lease or order, of any good or service for which payment may be made under a federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus up to three times the remuneration involved, imprisonment, and exclusion from government healthcare programs. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act or federal civil money penalties; |
• | federal civil and criminal false claims laws and civil monetary penalty laws, including the federal False Claims Act, which can be enforced through civil whistleblower or qui tam |
• | the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit a person from knowingly and willfully executing, or attempting |
to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false, fictitious, or fraudulent statements or representations in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
• | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH and their respective implementing regulations, including the Final Omnibus Rule published in January 2013, and their implementing regulations, imposes obligations on certain healthcare providers, health plans and healthcare clearinghouses, known as covered entities, as well as their business associates, which are individuals and entities that perform certain services involving the use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state and non-U.S. laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; |
• | the U.S. federal transparency requirements under the ACA, including the provision commonly referred to as the Physician Payments Sunshine Act, and its implementing regulations, which requires applicable manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to CMS, information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members. Effective January 1, 2022, these reporting obligations will extend to include transfers of value made to certain non-physician providers such as physician assistants and nurse practitioners; and |
• | additionally, Pardes is subject to state and foreign equivalents of each of the healthcare laws and regulations described above, among others, some of which may be broader in scope and may apply regardless of the payor. Many of the U.S. states have adopted laws similar to the federal Anti-Kickback Statute and False Claims Act, and may apply to our business practices, including, but not limited to, research, distribution, sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental payors, including private insurers. In addition, some states have passed laws that require pharmaceutical companies to comply with the April 2003 Office of Inspector General Compliance Program Guidance for Pharmaceutical Manufacturers and/or the Pharmaceutical Research and Manufacturers of America’s Code on Interactions with Healthcare Professionals. Several states also impose other marketing restrictions or require pharmaceutical companies to make marketing or price disclosures to the state and require the registration of pharmaceutical sales representatives. State and foreign laws, including for example the European Union General Data Protection Regulation (the “EU GDPR”), which became effective May 2018 also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is required to comply with these state requirements and if Pardes or our employees fail to comply with an applicable state law requirement the company could be subject to penalties. Finally, there are state and foreign laws governing the |
privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. |
• | may require additional warnings on the label, including “boxed” warnings or issue safety alerts, Dear Healthcare Provider letters, press releases or other communications containing warnings about such product; |
• | mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners; |
• | require that Pardes conduct post-marketing studies; |
• | require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance; |
• | require Pardes to create a REMS which could include a medication guide outlining the risks of such side effects for distribution to patients; |
• | seek an injunction or impose civil or criminal penalties or monetary fines; |
• | suspend marketing of, withdraw regulatory approval of or recall such product; |
• | suspend any ongoing clinical studies; |
• | refuse to approve pending applications or supplements to applications filed by us; |
• | suspend or impose restrictions on operations, including costly new manufacturing requirements; or |
• | seize or detain products, refuse to permit the import or export of products or require us to initiate a product recall. |
• | a covered benefit under its health plan; |
• | safe, effective and medically necessary; |
• | appropriate for the specific patient; |
• | cost-effective; and |
• | neither experimental nor investigational. |
• | the USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process, the noncompliance with which can result in abandonment or lapse of a patent or patent application, and partial or complete loss of patent rights in the relevant jurisdiction; |
• | patent applications may not result in any patents being issued that protect our product candidates; |
• | patents may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive advantage; |
• | Pardes’s competitors, many of whom have substantially greater resources than Pardes and have made significant investments in competing technologies, may seek or may have already obtained patents that will limit, interfere with or eliminate Pardes’s ability to make, use and sell our potential product candidates; |
• | there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns; and |
• | countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing product candidates. |
• | others may be able to make products that are similar to any product candidates Pardes may develop or utilize similar technology but that are not covered by the claims of the patents that Pardes licenses or may own in the future; |
• | Pardes, or our future collaborators, might not have been the first to make the inventions covered by Pardes’s pending patent applications that Pardes; |
• | Pardes, or our future collaborators, might not have been the first to file patent applications covering certain of our or their inventions; |
• | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights; |
• | it is possible that Pardes’s pending patent applications or those that we may own in the future will not lead to issued patents; |
• | issued patents that Pardes owns currently or in the future may be held invalid or unenforceable, including as a result of legal challenges by our competitors; |
• | our competitors might conduct research and development activities in countries where Pardes does not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; |
• | Pardes may not develop additional proprietary technologies that are patentable; |
• | the patents of others may harm our business; and |
• | Pardes may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property. |
• | the possible breach of the manufacturing agreement by the third party; |
• | the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us; and |
• | reliance on the third party for regulatory compliance, quality assurance and safety and pharmacovigilance reporting. |
• | the efficacy and safety profile of the product candidate as demonstrated in clinical trials; |
• | the timing of market introduction of the product candidate as well as competitive products; |
• | the clinical indications for which the product candidate is approved; |
• | acceptance of the product candidate as a safe and effective treatment by clinics and patients; |
• | the potential and perceived advantages of the product candidate over alternative treatments, including vaccines and other anti-viral therapeutics; |
• | the cost of treatment in relation to alternative treatments; |
• | the availability of coverage and adequate reimbursement and pricing by third-party payors; |
• | the relative convenience and ease of administration, for example, dosage form, pill burden, or number of days of therapy per course; |
• | the additional healthcare economic evidence generated, as supported by real-world data or other non-interventional studies, demonstrating cost-effectiveness or budget impact of therapy; |
• | the frequency and severity of adverse events; |
• | the effectiveness of sales and marketing efforts; and |
• | unfavorable publicity relating to our product candidates or similar therapeutics. |
• | decreased demand for any product candidates or products, if approved for commercial sale, that Pardes may develop; |
• | termination of clinical trial sites or entire trial programs; |
• | injury to our reputation and significant negative media attention; |
• | withdrawal of clinical trial participants; |
• | significant costs to defend the related litigation; |
• | substantial monetary awards to trial subjects, patients or other claimants; |
• | loss of revenue; |
• | diversion of management and scientific resources from our business operations; |
• | the inability to commercialize any products that Pardes may develop; |
• | product recalls, withdrawals or labeling, marketing or promotional restrictions; and |
• | a decline in our stock price. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the industries in which our and our customers operate; |
• | variations in its operating performance and the performance of its competitors in general; |
• | material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or our industry; |
• | the public’s reaction to our press releases, our other public announcements and its filings with the SEC; |
• | Our failure or the failure of its competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving Pardes; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our common stock available for public sale; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. |
• | a classified board with a three-year staggered term; |
• | the ability of Pardes’s board of directors to issue one or more series of “blank check” preferred stock; |
• | certain limitations on convening special stockholder meetings; |
• | advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Pardes’s annual meetings; and |
• | amendment of certain provisions of the organizational documents only by the affirmative vote of at least two-thirds of Pardes’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. |
• | any derivative action or proceeding brought on its behalf; |
• | any action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to Pardes or our stockholders; |
• | any action asserting a claim against Pardes arising under the DGCL, the Charter, or the Bylaws; |
• | any action to interpret, apply, enforce or determine the validity of the Charter or the By-laws; and |
• | any action asserting a claim against Pardes that is governed by the internal-affairs doctrine. |
Statement of Operations-For the Nine Months EndedSeptember 30, 2021 |
FSDC II (Historical) |
Pardes (Historical) |
Pro Forma |
|||||||||
Total operating expenses |
$ | 3,564 | $ | 24,181 | $ | 27,745 | ||||||
Loss from operations |
(3,564 | ) | (24,181 | ) | (27,745 | ) | ||||||
Net loss |
(3,552 | ) | (24,171 | ) | (27,735 | ) | ||||||
Basic and diluted net loss per share—Class A |
(0.16 | ) | (16.52 | ) | (0.49 | ) | ||||||
Basic and diluted net loss per share—Class B |
(0.16 | ) | — | — |
Statement of Operations-Year Ended December 31, 2020 |
FSDC II (Historical) |
Pardes (Historical) |
Pro Forma |
|||||||||
Total operating expenses |
$ | 1 | $ | 5,313 | $ | 5,314 | ||||||
Loss from operations |
(1 | ) | (5,313 | ) | (5,314 | ) | ||||||
Net loss |
(1 | ) | (13,006 | ) | (13,007 | ) | ||||||
Basic and diluted net loss per share |
— | — | (0.23 | ) |
Balance Sheet-As of September 30, 2021 |
FSDC II (Historical) |
Pardes (Historical) |
Pro Forma |
|||||||||
Total current assets |
$ | 571 | $ | 27,060 | $ | 285,432 | ||||||
Total assets |
201,833 | 28,581 | 285,432 | |||||||||
Total current liabilities |
2,498 | 5,971 | 5,669 | |||||||||
Total liabilities |
9,542 | 5,971 | 5,669 | |||||||||
Total convertible preferred stock |
— | 59,132 | — | |||||||||
Class A common stock subject to redemption |
201,250 | — | — | |||||||||
Total stockholders’ equity (deficit) |
(8,959 | ) | (36,522 | ) | 279,763 |
• | Complete preclinical and clinical development and seek approval for our lead product candidate, PBI-0451, an investigational drug designed to be orally administered DAA for the treatment and prevention of SARS-CoV-2 infections, the cause of COVID-19, including infections caused by newly emerging SARS-CoV-2 variants. PBI-0451 in August 2021. If PBI-0451 demonstrates acceptable human pharmacokinetics and tolerability data in the Phase 1 clinical trial, we subsequently intend to discuss with the FDA and other foreign regulatory authorities, and seek advice, regarding potential plans to initiate a Phase 2/3, potentially registrational, treatment trial that will enroll patients who are test positive for SARS-CoV-2 in PBI-0451 as a potential post-exposure prophylaxis in first degree contacts of patients diagnosed with SARS-CoV-2 infection. PBI-0451 and may seek expedited development review programs such as Breakthrough Therapy designation and Emergency Use Authorizations (EUA). |
• | Expand our pipeline by developing additional highly selective, orally administered drug candidates against additional targets. PBI-0451, can be developed as a broadly active coronaviral drug, we intend to continue to improve our capability to inhibit a range of coronaviruses, while we expand our wholly owned pipeline by continuing to innovate and discover additional differentiated oral small molecules against additional targets, which may include other targets in virology, as well as host targets related to the fields of immunology and oncology. |
• | Maximize the value of our product candidates. |
• | Topologically adaptable and tunable warheads, including those with novel structures and chemistry, where |
• | Structure can be designed to conform to a binding site and establish optimal stabilizing interactions; |
• | Tunable reactivity can be modulated to increase potency, specificity and residence time on the reactive nucleophile of a cysteine or serine protease; |
• | Reversibility of covalent behavior can be exploited to minimize non-specific or off-target activities; |
• | Functionality can enhance potential for molecules to have favorable drug-like properties and oral bioavailability; and |
• | Reduced liabilities can be anticipated with respect to reductive or oxidative metabolism or degradation. |
• | Structure-based drug design, or SBDD, approaches, which enable us to rapidly explore chemical space and identify potential warheads that can be used to: |
• | “Weaponize” existing non-covalent ligands with one of our tunable, reversible covalent warheads; |
• | Convert an irreversible covalent inhibitor to a reversible covalent inhibitor by exchange of warheads to produce an agent with potential for improved properties, such as greater exposures and reduced off-target effects; and |
• | Design novel analogues to build on existing structural insights. |
Coronavirus M pro |
PBI-0451 Activity vs Protease IC 50 (µM)* |
|||
SARS-CoV-2 |
0.02 – 0.03 | |||
SARS-CoV |
0.05 – 0.08 | |||
MERS-CoV |
0.41 – 0.62 | |||
CoV-229E |
0.12 – 0.17 | |||
CoV-OC43 |
0.15 – 0.20 | |||
CoV-HKU1 |
0.07 – 0.13 | |||
CoV-NL63 |
0.24 – 0.38 |
* | IC 50 reported as min-max across separate studies. The lower the IC50 number the more potent the compound is against the coronavirus tested. |
Coronavirus & Assay |
EC 50 (nM)* |
CC 50 (µM) | ||
SARS-CoV-2 (1) |
32 (± 25) n=4 | >2 | ||
SARS-CoV-2 (2) |
23 (± 16), n=6 | >10 | ||
CoV-229E (3) CPE assay |
116 (± 7) n=3 | >90 |
* | EC 50 reported as Avg ±SD, n= number of replicate studies |
(1) | SARS-CoV-2 WA-1 in iPS-derived human alveolar type II pneumocyte cultures |
(2) | SARS-CoV-2 (Nanoluciferase |
(3) | CoV-229E (cultured in MRC-5 cells) coronavirus is one of the viruses responsible for the common cold |
• | PAXLOVID TM —combination of nirmatrelvir (PF-07321332) tablets and ritonavir tablets (Pfizer, Inc.), an oral protease inhibitor that in combination with ritonavir received an EUA from the FDA in December 2021 for the treatment of mild to moderate COVID-19 in patients with positive results of direct SARS-CoV-2 viral testing and who are at high risk for progression to severe COVID-19, including hospitalization or death. Pfizer has entered into a number of government contracts for advance purchases of PAXLOVID™ upon receiving EUA from the FDA and has entered into a license agreement with Medicines Patent Pool Foundation to license Pfizer’s nirmatrelvir (PF-07321332) tablets to expand access in low and middle income countries. |
• | S-217622 (Shionogi & Company Limited), an oral protease inhibitor, which in September 2021 commenced phase 2/3 studies and the company is planning for regulatory submission by the end of 2021. |
• | EDP-235 (Enanta Pharmaceuticals, Inc.), an oral protease inhibitor, which currently has not initiated clinical studies. |
• | Oral protease inhibitor and intranasal CDI-45205 (Cocrystal Pharma, Inc.), which currently has not initiated clinical studies. |
• | ALG-097431 (Aligos Therapeutics, Inc. in collaboration with KU Leuven’s Rega Institute for Medical Research and its Centre for Drug Design and Discovery) a nonclinical small molecule 3CL protease inhibitor. |
• | Molnupiravir (EIDD-2801/MK-4482) (Ridgeback Biotherapeutics LP together with Merck & Co., Inc.), an oral ribonucleoside analog for the viral RNA-dependent RNA polymerase allowing its incorporation into viral RNA associated with the accumulation of mutations within the viral RNA genome, has received EUA from the FDA for the treatment of mild-to-moderate COVID-19 in certain adults with positive results of direct SARS-CoV-2 viral testing and who are at high risk for progression to severe COVID, including hospitalization or death and for whom alternative COVID-19 treatment options authorized by the FDA are not available. Merck has entered into a number of government contracts for advance purchases of Molnupiravir upon receiving EUA from the FDA or other applicable government approvals and Merck has entered into a license agreement with Medicines Patent Pool Foundation to license Molnupiravir to expand access in low and middle income countries. |
• | AT-527/AT-511 (Atea AT-527 is a repurposed drug that was originally developed for hepatitis C virus (HCV). |
• | Remdesivir (GS-5734) (Gilead Sciences, Inc.), a purine nucleotide prodrug that is a polymerase inhibitor that targets the RNA-dependent RNA polymerase (RdRp) enzyme, which received EUA authorization initially in May 2020. |
• | Favipiravir (Fujifilm Pharma Co., Ltd.), an oral nucleoside analog polymerase inhibitor that targets the RdRp enzyme. |
• | ADG20 (Adagio Therapeutics, Inc.), a monoclonal antibody targeting the spike protein of SARS-CoV-2 and |
• | Ensovibep (MP0420/MP0423) (Novartis in collaboration with Molecular Partners AG), is an antiviral clinical candidate for the treatment and prevention of COVID-19 based on a new class of protein therapeutics known as DARPin® and is administered by subcutaneous single injection, commenced a Phase 2/3 study for treatment of COVID-19 in May 2021. |
• | Bamlanivimab (LY-CoV555) and Etesevimab (LY-CoV016) (Eli Lily and Company and Abcellera Biologics, Inc.), both neutralizing antibodies, were authorized to be administered together on February 9, 2021 or the treatment of mild to moderate COVID-19 in adults and pediatric patients, including neonates, with positive results of direct SARS-CoV-2 COVID-19, including hospitalization or death. |
• | REGN-COV2 (Regeneron Pharmaceuticals, Inc.), a monoclonal antibody cocktail containing Casirivimab and imdevimab that is administered together by intravenous (IV) infusion, was granted |
EUA on November 21, 2020 for the treatment of mild to moderate COVID-19 in adult and pediatric patients (12 years of age and older weighing at least 40 kg) with positive results of direct SARS-CoV-2 COVID-19, including hospitalization or death. |
• | Sotrovimab (Vir Biotechnology/GlaxoSmithKline), a monoclonal antibody granted EUA on May 26, 2021 for treatment of mild-to-moderate (COVID-19) in adults and pediatric patients (12 years of age and older weighing at least 40 kg) with positive results of direct SARS-CoV-2 COVID-19, including hospitalization or death. |
• | EVUSHELD ™ (tixagevimab co-packaged with cilgavimab, AstraZeneca) was granted EUA in December 2021 for the pre-exposure prophylaxis of COVID-19 in adults and pediatrics (12 years of age and older weighing at least 40 kg), who are not currently infected with SARS-CoV-2 SARS-CoV-2 COVID-19 vaccination or, for whom vaccination with any available COVID-19 vaccine, according to the approved or authorized schedule, is not recommended due to a history of severe adverse reaction (e.g., severe allergic reaction) to a COVID-19 vaccine(s) and/or COVID-19 vaccine component(s). |
• | Ambarvimab (BRII-196)/Romlusevimab (BRII-198) (Brii Biosciences), a combination of neutralizing monoclonal antibodies intended to treat non-hospitalized Covid-19 patients at high risk for progression to severe disease, has been approved in China in December 2021 and filed for EUA with the FDA in September 2021. |
• | completion of preclinical laboratory tests, animal studies and formulation studies in accordance with the FDA’s good laboratory practice, or GLP, requirements and other applicable regulations; |
• | submission to the FDA of an investigational new drug, or IND, application which must become effective before human clinical trials may begin and must be updated annually and when certain changes are made; |
• | approval by an independent institutional review board, or IRB, or ethics committee at each clinical site before each trial may be initiated; |
• | performance of adequate and well-controlled human clinical trials in accordance with good clinical practice, or GCP, requirements, to establish the safety and efficacy of the product candidate for its proposed intended use; |
• | submission to the FDA of a new drug application, or NDA, after completion of all pivotal trials; |
• | payment of user fees for FDA review of the NDA; |
• | satisfactory completion of an FDA advisory committee review, if applicable; |
• | satisfactory completion of one or more FDA pre-approval inspections of the manufacturing facility or facilities at which the drug will be produced to assess compliance with current good manufacturing practice, or cGMP, requirements to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; |
• | satisfactory completion of any FDA audits of the clinical trial sites that generated the data in support of the NDA to assess compliance with GCPs; and |
• | FDA review and approval of the NDA to permit commercial marketing of the product for particular indications for use in the United States. |
• | Phase 1: |
• | Phase 2: |
• | Phase 3: |
• | restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls; |
• | fines, warning letters, or untitled letters; |
• | holds on clinical trials; |
• | refusal of the FDA to approve pending applications or supplements to approved NDAs, or suspension or revocation of product approvals; |
• | product recall, seizure or detention, or refusal to permit the import or export of products; |
• | consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs; |
• | mandated modification of promotional materials and labeling and the issuance of corrective information; |
• | the issuance of safety alerts, Dear Healthcare Provider letters, press releases and other communications containing warnings or other safety information about the product; or |
• | injunctions or the imposition of civil or criminal penalties. |
• | continues preclinical studies and initiates new clinical trials for PBI-0451, our lead product candidate being tested for the treatment of COVID-19 disease; |
• | establishing clinical and commercial manufacturing capabilities or making arrangements with third-party manufacturers in order to ensure that we or our third-party manufacturers are able to make product successfully; |
• | advances the development of our product candidate pipeline of other product candidates, including through business development efforts to invest in or in-license other technologies or product candidates; |
• | maintains, expands and protects our intellectual property portfolio; |
• | hires additional clinical, quality control, medical, scientific and other technical personnel to support Pardes’s clinical operations; |
• | seeks regulatory approvals for any product candidates that successfully complete clinical trials; |
• | undertakes any pre-commercialization activities to establish sales, marketing and distribution capabilities for any product candidates for which Pardes may receive regulatory approval; |
• | expands our infrastructure and facilities to accommodate our growing employee base; and |
• | adds operational, financial and management information systems and personnel, including personnel to support our research and development programs, any future commercialization efforts and our transition to operating as a public company following the Closing. |
• | expenses incurred to conduct the necessary preclinical studies and clinical trials required to obtain regulatory approval; |
• | expenses incurred under agreements with CROs that are primarily engaged in the oversight and conduct of our drug discovery efforts and preclinical studies, clinical trials and CMOs that are primarily engaged to provide preclinical and clinical drug substance and product for our research and development programs; |
• | other costs related to acquiring and manufacturing materials in connection with our drug discovery efforts and preclinical studies and clinical trial materials, including manufacturing validation batches, as well as investigative site and consultants that conduct our clinical trials, preclinical studies and other scientific development services; |
• | employee-related expenses, including salaries and benefits, travel and stock-based compensation expense for employees engaged in research and development functions; and |
• | costs related to compliance with regulatory requirements. |
February 27, 2020 (inception) through December 31, 2020 |
February 27, 2020 (inception) through September 30, 2020 |
Nine Months Ended September 30, 2021 |
||||||||||
External costs |
$ | 4,141 | $ | 1,949 | $ | 14,200 | ||||||
Internal costs: |
||||||||||||
Salaries and benefits |
395 | 200 | 2,377 | |||||||||
Stock-based compensation |
— | — | 247 | |||||||||
Other unallocated costs |
27 | 48 | 968 | |||||||||
|
|
|
|
|
|
|||||||
Total Internal costs: |
422 | 248 | 3,592 | |||||||||
|
|
|
|
|
|
|||||||
Total research and development expenses |
$ | 4,563 | $ | 2,197 | $ | 17,792 | ||||||
|
|
|
|
|
|
• | the scope, progress, outcome and costs of our preclinical development activities, clinical trials and other research and development activities; |
• | establishing an appropriate safety and efficacy profile with clinically enabling studies; |
• | successful patient enrollment in and the initiation and completion of clinical trials; |
• | the timing, receipt and terms of any marketing approvals from applicable regulatory authorities including the FDA and non-U.S. regulators; |
• | the extent of any required post-marketing approval commitments to applicable regulatory authorities; |
• | establishing clinical and commercial manufacturing capabilities or making arrangements with third-party manufacturers in order to ensure that we or our third-party manufacturers are able to make product successfully; |
• | development and timely delivery of clinical-grade and commercial-grade drug formulations that can be used in our clinical trials and for commercial launch; |
• | obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights; |
• | significant and changing government regulation; |
• | launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others; and |
• | maintaining a continued acceptable safety profile of our product candidates following approval, if any, of our product candidates. |
February 27, 2020 (inception) through September 30, 2020 |
Nine Months Ended September 30, 2021 |
Change |
||||||||||
Operating expenses: |
||||||||||||
Research and development |
$ | 2,197 | $ | 17,792 | $ | 15,595 | ||||||
General and administrative |
583 | 6,389 | 5,806 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
2,780 | 24,181 | 21,401 | |||||||||
Loss from operations |
(2,780 | ) | (24,181 | ) | (21,401 | ) | ||||||
Interest income |
— | 10 | 10 | |||||||||
Change in fair value of SAFE liability |
(885 | ) | — | 885 | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (3,665 | ) | $ | (24,171 | ) | $ | (20,506 | ) | |||
|
|
|
|
|
|
February 27, 2020 (inception) through December 31, 2020 |
||||
Operating expenses: |
||||
Research and development |
$ | 4,563 | ||
General and administrative |
750 | |||
|
|
|||
Total operating expenses |
5,313 | |||
|
|
|||
Loss from operations |
(5,313 | ) | ||
Other expense: |
||||
Change in fair value of SAFEs |
(7,693 | ) | ||
|
|
|||
Total other expense |
(7,693 | ) | ||
|
|
|||
Net loss |
$ | (13,006 | ) | |
|
|
February 27, 2020 (inception) through December 31, 2020 |
February 27, 2020 (inception) through September 30, 2020 |
Nine Months Ended September 30, 2021 |
||||||||||
Net cash used in operating activities |
$ | (3,555 | ) | $ | (1,556 | ) | $ | (20,137 | ) | |||
Net cash provided by financing activities |
6,965 | 5,005 | 43,111 | |||||||||
|
|
|
|
|
|
|||||||
Net increase in cash and cash equivalents |
$ | 3,410 | $ | 3,449 | $ | 22,974 | ||||||
|
|
|
|
|
|
• | advance preclinical development of our early-stage programs and initiate clinical trials of our product candidates; |
• | manufacture, or have manufactured on our behalf, its preclinical and clinical drug material and develop processes for late stage and commercial manufacturing; |
• | seek regulatory approvals for any product candidates that successfully complete clinical trials; |
• | establish a sales, marketing, medical affairs, managed care, and distribution infrastructure to commercialize any product candidates for which we may obtain marketing approval and intend to commercialize on our own; |
• | hire additional clinical, quality control and scientific personnel; |
• | expand our operational, financial and management systems and increase personnel, including personnel to support our clinical development, manufacturing and commercialization efforts and our operations as a public company; |
• | obtain, maintain, expand and protect our intellectual property portfolio; |
• | manage the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights, including enforcing and defending intellectual property related claims; and |
• | manage the costs of operating as a public company. |
• | the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical and clinical trials; |
• | the costs, timing and outcome of regulatory review of our product candidates; |
• | the costs, timing and ability to manufacture our product candidates to supply our clinical and preclinical development efforts and our clinical trials; |
• | the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval; |
• | the costs of manufacturing commercial-grade product and necessary inventory to support commercial launch; |
• | the ability to receive additional non-dilutive funding, including grants from organizations and foundations; |
• | the revenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval; |
• | the costs of preparing, filing and prosecuting patent applications, obtaining, maintaining, expanding and enforcing our intellectual property rights and defending intellectual property-related claims; |
• | our ability to establish and maintain collaborations on favorable terms, if at all; and |
• | the extent to which we acquire or in-license other product candidates and technologies. |
• | vendors, including research laboratories, in connection with preclinical development activities; |
• | CROs and investigative site in connection with preclinical studies and clinical trials; and |
• | CMOs in connection with drug substance and drug product formulation of preclinical studies and clinical trial materials. |
• | the prices at which Old Pardes sold shares of preferred stock and the superior rights and preferences of the preferred stock relative to our common stock at the time of each grant; |
• | the progress of our research and development programs, including the status and results of preclinical studies for our product candidates; |
• | Old Pardes’s stage of development and commercialization and our business strategy; external market conditions affecting the biopharmaceutical industry and trends within the biopharmaceutical industry; |
• | Old Pardes’s financial position, including cash on hand, and our historical and forecasted performance and results of operations; |
• | the lack of an active public market for Old Pardes’s common stock and preferred stock; |
• | the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or sale of Old Pardes in light of prevailing market conditions; and |
• | the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry. |
• | Demand registration rights any lock-up to which an Investor may be subject, Pardes will be required, upon the written request of either (i) FSDC II Investors holding a majority of the Registrable Securities held by all FSDC II Investors or (ii) Major Pardes Investors holding at least 30% of the Registrable Securities held by all Major Pardes Investors, to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act ”) on Form S-1 or any similar long-form registration statement or, if then available, on Form S-3, and use reasonable best efforts to effect the registration of all or part of their registrable securities requested to be included in such registration by the Investors. |
• | Shelf registration rights the Lock-up Period (as defined in the Registration Agreement), if the Company shall receive a request from Investors holding registrable securities with an estimated market value of at least $5,000,000, to effect an underwritten shelf takedown, Pardes shall use its reasonable best efforts to as expeditiously as possible to effect the underwritten shelf takedown. |
• | Limits on demand registration rights and shelf registration rights. any six-month period; (b) any demand registration at any time there is an effective resale shelf registration statement on file with the SEC; (c) more than two underwritten demand registrations in respect of all registrable securities held by the FSDC II Investors, including those made under a shelf registration statement, or (d) more than two underwritten demand registrations in respect of all registrable securities held by the Major Pardes Investors, including those made under a shelf registration statement. |
• | Piggyback registration rights customary cut-back rights. |
• | Expenses and indemnification |
shares being registered. The Registration Rights Agreement contains customary cross-indemnification provisions, under which Pardes is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to Pardes, and holders of registrable securities are obligated to indemnify Pardes for material misstatements or omissions attributable to them. |
• | Registrable securities |
Name of Old Pardes Affiliate |
Number of Shares of Series A-1 Preferred Stock Received |
Total SAFE Balance Exchanged for Series A-1 Preferred Stock |
Number of Shares of Series A-2 Preferred Stock Received |
Total SAFE Balance Exchanged for Series A-2 Preferred Stock |
Number of Shares of Series A-3 Preferred Stock Received |
Total SAFE Balance Exchanged for Series A-3 Preferred Stock |
||||||||||||||||||
Khosla Ventures Seed D, LP |
2,415,458 | $ | 3,000,000 | — | — | — | — | |||||||||||||||||
Sara Lopatin |
— | — | 40,256 | $ | 100,000 | 17,252 | $ | 50,000 |
• | any person who is, or at any time during the applicable period was, one of Pardes’s executive officers or one of Pardes’s directors or director nominees; |
• | any person who is known by Pardes to be the beneficial owner of more than five percent (5%) of its voting stock; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest. |
Name |
Age |
Position | ||
Uri A. Lopatin, M.D. (1) |
50 | President, Chief Executive Officer and Director | ||
Heidi Henson | 56 | Chief Financial Officer | ||
Lee D. Arnold, Ph.D. | 61 | Chief Scientific Officer | ||
Brian P. Kearney, PharmD | 49 | Chief Development Officer | ||
Sean P. Brusky | 44 | Chief Commercial Officer | ||
Elizabeth H. Lacy | 56 | General Counsel and Corporate Secretary | ||
Philippe Tinmouth | 57 | Chief Business and Strategy Officer | ||
Mark Auerbach (1) |
83 | Director | ||
Deborah M. Autor (1) |
54 | Director | ||
Laura J. Hamill (1) |
57 | Director | ||
J. Jay Lobell (1) |
58 | Director | ||
Michael D. Varney, Ph.D. (1) |
61 | Director | ||
James B. Tananbaum, M.D. (2) |
58 | Director |
(1) | Pardes Designee |
(2) | FSDC II Designee |
• | the Class I directors are J. Jay Lobell and Deborah M. Autor, their terms will expire at the annual meeting of stockholders to be held in 2022; |
• | the Class II directors are Michael D. Varney, Ph.D. and Laura J. Hamill, and their terms will expire at the annual meeting of stockholders to be held in 2023; and |
• | the Class III directors are Uri A. Lopatin, M.D., Mark Auerbach and James B. Tananbaum, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2024. |
• | appointing, evaluating and compensating a qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements; |
• | helping to ensure the independence and performance of the independent registered public accounting firm; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing policies on risk assessment and risk management; |
• | reviewing related person transactions; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes the Company’s internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and |
• | approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm. |
• | reviewing and approving, or recommending that our Board approve, the compensation of our executive officers; |
• | reviewing and recommending to our Board the compensation of our directors; |
• | reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; |
• | administering our stock and equity incentive plans; |
• | selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; |
• | reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; |
• | reviewing and establishing general policies relating to compensation and benefits of our employees; and |
• | reviewing our overall compensation philosophy. |
• | identifying, evaluating and selecting, or recommending that our Board approve, nominees for election to our board of directors; |
• | evaluating the performance of our Board and of individual directors; |
• | reviewing developments in corporate governance practices; |
• | evaluating the adequacy of our corporate governance practices and reporting; |
• | reviewing management succession plans; and |
• | developing and making recommendations to our Board regarding corporate governance guidelines and matters. |
• | reviewing Pardes’s overall scientific, research and development strategies; |
• | reviewing Pardes’s research and development programs; and |
• | reviewing and evaluating Pardes’s regulatory compliance and quality programs. |
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||||
Uri A, Lopatin, M.D. Chief Executive Officer |
2021 | 442,500 | — | — | — | — | — | 442,500 | ||||||||||||||||||||||||
2020 | 208,333 | (2) |
— | 40.00 | (1) |
— | — | — | 208,373 | |||||||||||||||||||||||
Heidi Henson Chief Financial Officer (3) |
2021 | 375,250 | — | — | 658,863 | (4) |
— | — | 1,034,113 | |||||||||||||||||||||||
2020 | — | — | — | — | — | 85,000 | (5) |
85,000 | ||||||||||||||||||||||||
Philippe Tinmouth Chief Business and Strategy Officer (6) |
2021 | 37,670 | — | — | 2,394,650 | (7) |
— | 49,667 | (8) |
2,481,987 |
(1) | The amount reported represent the aggregate grant date fair value of the restricted stock awards granted to our named executive officer during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock awards reported in this column are set forth in Note 5 to Pardes’s financial statements included elsewhere in this prospectus. The amount reported reflects the accounting cost for the restricted stock award and does not correspond to the actual economic value that may be received by our named executive officer upon the vesting of the restricted stock award or any sale of the underlying shares of Pardes common stock. |
(2) | Dr. Lopatin’s employment start date was February 29, 2020, and his base salary was pro-rated accordingly. |
(3) | Ms. Henson’s employment start date was January 20, 2021, and her base salary was pro-rated accordingly. |
(4) | The amount represents the aggregate grant date fair value of stock options awarded during 2021 calculated in accordance with the provisions of FASB ASC Topic 718. See Note 5 to Pardes’s financial statements appearing elsewhere in this prospectus regarding assumptions underlying the valuation of equity awards. |
(5) | Ms. Henson was hired as a consultant from April 2020 through December 2020. This amount represents consulting fees earned by Ms. Henson in 2020 but paid in 2021. |
(6) | Mr. Tinmouth’s employment start date was November 22, 2021, and his base salary was pro-rated accordingly. |
(7) | The amount represents the aggregate grant date fair value of stock options awarded during 2021, calculated in accordance with the provisions of FASB ASC Topic 718. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options was assumed risk-free interest rate of 1.5%, assumed volatility of 79.3%, expected option life of 6.3 years and expected dividend yield of 0%. |
(8) | Mr. Tinmouth was hired as a consultant from June 2021 through November 2021. This amount represents consulting fees earned by Mr. Tinmouth in 2021. |
Option Awards (*)(5) |
Stock Awards (*) |
|||||||||||||||||||||||||||||||
Name |
Date of Grant |
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (3) |
||||||||||||||||||||||||
Uri A. Lopatin, M.D. Chief Executive Officer |
2/29/2020 | 2/29/2020 | — | — | — | — | 3,050,218 | (1) (2) |
49,932,069 | |||||||||||||||||||||||
Heid Henson Chief Financial Officer |
3/18/2021 | 1/20/2021 | 241,593 | (6) |
3.88 | 3/17/2031 | ||||||||||||||||||||||||||
7/1/2020 | 7/1/2020 | — | — | — | — | 181,840 | (2)(4) |
2,976,721 | ||||||||||||||||||||||||
10/1/2020 | 10/1/2020 | 24,930 | (2)(4) |
408,104 | ||||||||||||||||||||||||||||
Philippe Tinmouth Chief Business & Strategy Officer |
11/23/2021 | 11/22/2021 | — | 422,340 | (6) |
8.19 | 11/22/2031 | |||||||||||||||||||||||||
7/27/2021 | 6/23/2021 | — | 28,156 | (7) |
4.94 | 7/26/2031 | — | — |
(*) | Option Awards and Stock Awards are presented on a post-Closing basis. In connection with the Business Combination, and pursuant to the Merger Agreement, each outstanding option to purchase shares of Old Pardes common stock was converted into an option to purchase shares of our Common Stock equal to the number of shares subject to such option prior to the consummation of the Business Combination multiplied by 1.4078 (rounded down to the nearest share), with the per share exercise price equal to the exercise price divided by 1.4078 (rounded up to the nearest cent). The option shares and exercise price per share set forth in this table reflect the as converted shares and exercise price per share. Such converted options shall remain subject to the same terms and conditions as set forth under the applicable original option award prior to the conversion, but were assumed and reissued under the 2021 Stock Option and Incentive Plan described below under “Employee Benefits and Equity Compensation Plans—2021 Stock Option and Incentive Plan.” In connection with the Business Combination, and pursuant to the Merger Agreement, the outstanding restricted stock of Old Pardes common stock was converted into restricted shares of our Common Stock equal to the number of shares subject to the restricted stock award multiplied by 1.4078 with the repurchase price was converted to equal the original purchase price divided by 1.4078. Such restricted stock shall remain subject to the same terms and conditions set forth under the applicable restricted stock award agreement. |
(1) | This restricted stock award was granted pursuant to individual restricted stock purchase agreement between Pardes and the named executive officer in connection with the named executive officer’s commencement of employment with Pardes. |
(2) | The restricted stock award is subject to repurchase by Pardes upon certain circumstances, which repurchase restrictions lapse in accordance with the following schedule: 25% of the shares shall no longer be subject to repurchase by Pardes upon the first anniversary of the vesting commencement date and such restrictions shall continue to lapse in equal monthly installments thereafter for the next three years, in each case subject to the applicable named executive officer’s continued service relationship with Pardes through each applicable date. The restricted stock award is also subject to certain acceleration of vesting provisions as set forth in the Executive Severance Agreement. |
(3) | Based on the closing sales price of $16.37 per share for our common stock on the Nasdaq Stock Market as of December 31, 2021. |
(4) | This restricted stock award was granted pursuant to individual restricted stock purchase agreement between Pardes and the named executive officer in connection with the named executive officer’s services for Pardes as a consultant. |
(5) | The vesting of each stock option is subject to the named executive officer’s continuous service with us through the applicable vesting dates. Each of our named executive officers’ are entitled to accelerated vesting of all or a portion |
of their outstanding unvested equity awards upon a qualifying termination. For additional discussion, please see “—Employment Arrangements” and “—Pardes Biosciences Inc. Executive Severance Plan.” |
(6) | Option award vests over 4 years with 25% vesting on the first anniversary of the vesting commencement date and the remainder vesting in equal monthly installments thereafter. All of the option awards were granted with a per share exercise price equal to the fair market value of one share of Old Pardes common stock on the date of grant. |
(7) | Option award was granted to the named executive officer in connection with the named executive officer’s services for Pardes as a consultant. Option award vests over 2 years with 50% vesting on the first anniversary of the vesting commencement date and the remainder vesting in equal monthly installments thereafter. |
Name |
Fees earned or paid in cash ($) (1) |
Option Awards ($) |
Restricted Stock Awards ($) |
Total ($) |
||||||||||||
Mark Auerbach |
2,096 | 489,450 | (2) |
1 | (3)(6) |
491,547 | ||||||||||
Deborah M. Autor |
1,060 | 725,850 | (2)(3)(4) |
— | 726,910 | |||||||||||
Laura J. Hamill |
1,245 | 726,019 | (2)(3)(5) |
— | 727,264 | |||||||||||
J. Jay Lobell |
1,295 | 489,450 | (2) |
— | 490,745 | |||||||||||
James B. Tananbaum |
1,085 | 489,450 | (2) |
— | 490,535 | |||||||||||
Michael D. Varney |
1,060 | 489,450 | (2) |
1 | (3)(6) |
490,511 |
(1) | Represents the pro-rated fees for the non-employee directors who were appointed to serve as a director of Pardes on December 23, 2021 in connection with the Business Combination. |
(2) | On December 23, 2021, each non-employee director was granted an option award to purchase 75,000 shares of our Common Stock at an exercise price of $9.80 per share for board services. Subject to continuous service through the applicable vesting date, the option vests over 3 years in equal monthly installments with the first installment on the first month anniversary of the vesting commencement date. This option has a grant date fair value of $489,450, calculated in accordance with the provisions of FASB ASC Topic 718. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options was assumed risk-free interest rate of 1.3%, assumed volatility of 78.3%, expected option life of 5.8 years and expected dividend yield of 0%. These amounts do not reflect the actual economic value that will be realized by our directors upon the vesting, exercise, or the sale of the share of common stock underlying such awards. |
(3) | Includes awards issued by Old Pardes in 2021 to such individuals prior to the consummation of the Business Combination. In connection with the Business Combination, and pursuant to the Merger Agreement, each outstanding option to purchase shares of Old Pardes common stock was converted into an option to purchase shares of our Common Stock equal to the number of shares subject to such option prior to the consummation of the Business Combination multiplied by 1.4078 (rounded down to the nearest share), with the per share exercise price equal to the exercise price divided by 1.4078 (rounded up to the nearest cent). Such converted options shall remain subject to the same terms and conditions as set forth under the applicable option award prior to the conversion, but was assumed and reissued under the 2021 Stock Option and Incentive Plan. In connection with the Business Combination, and pursuant to the Merger Agreement, outstanding restricted stock of Old Pardes common stock was converted in restricted shares of our Common Stock equal to the number of shares subject to the restricted stock award multiplied by 1.4078 with the converted repurchase price equal to the purchase price divided by 1.4078. Such restricted stock shall remain subject to the same terms and conditions set forth under the applicable restricted stock award agreement. |
(4) | As adjusted for the Business Combination as described in footnote (3), on August 1, 2021, Ms. Autor was granted an option to purchase 70,390 shares of our Common Stock at an exercise price of $6.95 for board services. Subject to continuous service through the applicable vesting date, the option vests over 4 years in equal monthly installments with the first installment vesting on the first month anniversary |
of the vesting commencement date. This option has a grant date fair value of $236,400, calculated in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of the grant date fair value is included in Note 5 to Pardes’s financial statements included elsewhere in this prospectus. This amount does not reflect the actual economic value that will be realized by Ms. Autor upon the vesting, exercise, or the sale of the share of common stock underlying such award. |
(5) | As adjusted for the Business Combination as described in footnote (3), on July 27, 2021, Ms. Hamill was granted an option to purchase 70,390 shares of our Common Stock at an exercise price of $6.95 for board services. Subject to continuous service through the applicable vesting date, the option vests over 4 years in equal monthly installments with the first installment vesting on the first month anniversary of the vesting commencement date. This option has a grant date fair value of $236,569, calculated in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of the grant date fair value is included in Note 5 to Pardes’s financial statements included elsewhere in this prospectus. This amount does not reflect the actual economic value that will be realized by Ms. Autor upon the vesting, exercise, or the sale of the share of common stock underlying such award. |
(6) | As adjusted for the Business Combination as described in footnote (3), Mr. Auerbach and Mr. Varney received 70,390 shares and 35,195 shares, respectively, of restricted stock awards during 2021 for board services. The amounts reported represent the aggregate grant date fair value of the restricted stock awards granted to such individuals during 2021, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock awards reported in this column are set forth in Note 5 to Pardes’s financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these restricted stock awards and do not correspond to the actual economic value that may be received by our non-employee directors upon the vesting of the restricted stock awards or any sale of the underlying shares of Pardes common stock. |
Annual Retainer for Board Membership |
||||
Annual service on the board of directors |
$ | 35,000 | ||
Additional retainer for annual service as non-executive chairperson |
$ | 30,000 |
Additional Annual Retainer for Committee Membership |
||||
Annual service as audit committee chairperson |
$ | 15,000 | ||
Annual service as member of the audit committee (other than chair) |
$ | 7,500 | ||
Annual service as compensation committee chairperson |
$ | 10,000 | ||
Annual service as member of the compensation committee (other than chair) |
$ | 5,000 | ||
Annual service as nominating and corporate governance committee chairperson |
$ | 8,000 | ||
Annual service as member of the nominating and corporate governance committee (other than chair) |
$ | 4,000 | ||
Annual service as science and technology committee chairperson |
$ | 8,000 | ||
Annual service as member of the science and technology committee (other than chair) |
$ | 4,000 |
• | permit Pardes’s board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control; |
• | provide that the authorized number of directors may be changed only by resolution of Pardes’s board of directors; |
• | provide that, subject to the rights of any series of preferred stock to elect directors, directors may be removed only with cause by the holders of at least 66 2/3 % of all of our then-outstanding shares of the capital stock entitled to vote generally at an election of directors; |
• | provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
• | provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; |
• | provide that Special Meetings of Pardes’s stockholders may be called Pardes’s board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors; |
• | provide that Pardes’s board of directors will be divided into three classes of directors, with the classes to be as nearly equal as possible, and with the directors serving three-year terms, therefore making it more difficult for stockholders to change the composition of our board of directors; and |
• | not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. |
• | each person who is known to be the beneficial owner of more than 5% of Pardes’s outstanding Common Stock immediately following the closing of the Business Combination; |
• | each of Pardes’s current executive officers and directors; and |
• | all executive officers and directors of Pardes as a group following the closing of the Business Combination. |
Name and Address of Beneficial Owner |
Number of Shares |
% |
||||||
Directors and Officers: |
||||||||
Uri A. Lopatin, M.D. (1) |
5,679,746 | 9.1 | ||||||
Heidi Henson (2) |
382,184 | * | ||||||
Lee D. Arnold, Ph.D. (3) |
2,815,585 | 4.5 | ||||||
Brian P. Kearney, PharmD (4) |
457,533 | * | ||||||
Sean P. Brusky |
— | — | ||||||
Elizabeth H. Lacy (5) |
268,483 | * | ||||||
Philippe Tinmouth |
— | — | ||||||
Mark Auerbach (6) |
74,556 | * | ||||||
Deborah M. Autor (7) |
14,431 | * | ||||||
Laura J. Hamill (8) |
14,431 | * | ||||||
J. Jay Lobell (9) |
3,595,431 | 5.8 | ||||||
Michael D. Varney, Ph.D. (10) |
74,556 | * | ||||||
James B. Tananbaum, M.D. (11) |
14,631,988 | 23.5 | ||||||
All Directors and Executive Officers as a group (13 individuals) |
28,008,924 | 44.8 | ||||||
Five Percent Holders: |
||||||||
Entities affiliated with FS Development Holdings II, LLC (11) |
14,627,822 | 23.4 | ||||||
Khosla Ventures (12) |
6,151,766 | 9.9 | ||||||
RA Capital Management. L.P. (14) |
4,691,115 | 7.5 | ||||||
GMF Pardes LLC (9) |
3,591,265 | 5.8 | ||||||
Certain funds and accounts advised or subadvised by T. Rowe Price Associates, Inc. (13) |
3,212,475 | 5.1 |
* | Less than one percent. |
(1) | Uri A. Lopatin, M.D. and Lopatin Descendants’ Trust are the record holders, respectively, of 5,327,798 and 351,948 shares of Common Stock. Uri A. Lopatin, M.D. and Katherine Lopatin are co-trustees of the Lopatin Descendants’ Trust and have sole voting and investment discretion over the shares described above. At March 18, 2022, 2,815,585 shares remain subject to a right of repurchase. |
(2) | Consists of 316,753 restricted shares of Common Stock held by Ms. Henson, of which 186,974 shares remain subject to a right of repurchase at March 18, 2022 and 65,431 shares of Common Stock issuable to Ms. Henson pursuant to options exercisable within 60 days of January 17, 2022. |
(3) | Consists of 2,815,585 restricted shares of Common Stock held by Dr. Arnold, of which 1,525,109 shares remain subject to a right of repurchase at March 18, 2022. |
(4) | Consists of 457,533 restricted shares of Common Stock held by Dr. Kearney, of which 295,491 shares remain subject to a right of repurchase at March 18, 2022. |
(5) | Consists of 211,169 restricted shares of Common Stock held by Ms. Lacy, of which 136,380 shares remain subject to a right of repurchase at March 18, 2022 and 57,314 shares of Common Stock issuable to Ms. Lacy pursuant to options exercisable within 60 days of January 17, 2022. |
(6) | Consists of 70,390 restricted shares of Common Stock held by Mr. Auerbach, of which 49,860 shares remain subject to a right of repurchase at March 18, 2022 and 4,166 shares of Common Stock issuable to Mr. Auerbach pursuant to options exercisable within 60 days of January 17, 2022. |
(7) | Consists of 14,431 shares of Common Stock issuable to Ms. Autor pursuant to options exercisable within 60 days of January 17, 2022. |
(8) | Consists of 14,431 shares of Common Stock issuable to Ms. Hamill pursuant to options exercisable within 60 days of January 17, 2022. |
(9) | Consists of (i) 3,091,265 shares of Common Stock held by GMF Pardes LLC and (ii) 500,000 shares of Common Stock issued in the PIPE Investment. Mr. Lobell, in his capacity as managing member of GMF Pardes LLC, may be deemed to have sole voting and investment discretion over the shares described above. Mr. Lobell disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. Also consists of 4,166 shares of Common Stock issuable to Mr. Lobell pursuant to options exercisable within 60 days of January 17, 2022. |
(10) | Consists of 70,390 restricted shares of Common Stock held by Dr. Varney, of which 46,927 shares remain subject to a right of repurchase at March 18, 2022 and 4,166 shares of Common Stock issuable to Mr. Varney pursuant to options exercisable within 60 days of January 17, 2022. |
(11) | FS Development Holdings II, LLC is the record holder of 5,543,750 shares of Common Stock. Foresite Capital Management V, LLC (“FCM V”), as the general partner of Foresite Capital Fund V, L.P. (“FCF V LP”), and Foresite Capital Opportunity Management V, LLC (“FCOM V”), as the general partner of Foresite Capital Opportunity Fund V, L.P. (“Opportunity V”), with FCF V LP and Opportunity V being the sole members of FS Development Holdings II, LLC, have voting and investment discretion with respect to the common stock held of record by FS Development Holdings II, LLC. Each of FCF V LP and Opportunity V was issued 500,000 shares of Common Stock in the PIPE Investment. FCF V LP and Opportunity V also received, respectively, 5,966,140 and 1,792,932 shares of Common Stock as Merger Consideration. In addition, each of FCF V LP and Opportunity V purchased 162,500 shares in a block trade. Dr. Tananbaum, in his capacity as managing member of each of FCM V and FCOM V, may be deemed to have sole voting and investment discretion over the shares described above. Each of FCM V, FCOM V, and Dr. Tananbaum disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein. With respect to Dr. Tananbaum only, also consists of 4,166 shares of Common Stock issuable to Dr. Tananbaum pursuant to options exercisable within 60 days of January 17, 2022. |
(12) | Consists of (i) 3,400,464 shares of Common Stock held by Khosla Ventures Seed D, LP (“Seed D”) and (ii) 2,751,302 shares of Common Stock held by Khosla Ventures VII, LP (“KV VII”). The general partner of Seed D is Khosla Ventures Seed Associates D, LLC (“KVSA D”). The general partner of KV VII is Khosla Ventures Associates VII, LLC (“KVA VII”). VK Services, LLC (“VK Services”), is the sole manager of KVSA D and KVA VII. Vinod Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVSA D may be deemed to share voting and dispositive power over the shares held by Seed D. Mr. Khosla, VK Services and KVSA D disclaim beneficial ownership of the shares held by Seed D, except to the extent of their respective pecuniary interests therein. Each of Mr. Khosla, VK Services and KVA VII may be deemed to share voting and dispositive power over the shares held by KV VII. Mr. Khosla, VK Services and KVA VII disclaim beneficial ownership of such shares held by KV VII, except to the extent of their respective pecuniary interests therein. The address for Mr. Khosla, and each of the foregoing entities is 2128 Sand Hill Road, Menlo Park, California 94025. |
(13) | Based solely upon a Schedule 13G/A filed on January 10, 2022, by T. Rowe Price Associates, Inc. on behalf of T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. |
(14) | Consists of (i) 2,691,115 shares of Common Stock held of record by RA Capital Healthcare Fund, L.P., and (ii) 2,000,000 shares of Common Stock purchased in the PIPE Investment by RA Capital Healthcare Fund, L.P. The address for the persons and entities set forth herein is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
Securities Beneficially Owned prior to the Offering |
Securities Being Offered in the Offering |
Securities Beneficially Owned After the Offered Securities are Sold |
||||||||||||||
Selling Securityholders (1) |
Shares of Common Stock |
Shares of Common Stock |
Shares of Common Stock |
% |
||||||||||||
Funds associated with Foresite Capital(*) (2) |
9,084,072 | 8,759,072 | 325,000 | 0.52 | % | |||||||||||
FS Development Holdings II, LLC (**) (3) |
5,543,750 | 5,543,750 | — | — | ||||||||||||
Daniel Dubin, MD (**) (4) |
30,000 | 30,000 | — | — | ||||||||||||
Owen Hughes (**) (5) |
30,000 | 30,000 | — | — | ||||||||||||
Deepa Pakianathan, Ph.D. (**) (6) |
30,000 | 30,000 | — | — | ||||||||||||
GMF Pardes LLC (*) (7) |
3,591,265 | 3,591,265 | — | — | ||||||||||||
RA Capital Healthcare Fund, L.P. (8) |
4,691,115 | 2,000,000 | 2,691,115 | 4.31 | % | |||||||||||
Certain funds and accounts advised or subadvised by T. Rowe Price Associates, Inc. (9) |
3,212,475 | 600,000 | 2,612,475 | 4.19 | % | |||||||||||
Gilead Sciences, Inc. (10) |
2,000,000 | 2,000,000 | — | — | ||||||||||||
Frazier Life Sciences IX, L.P. (11) |
2,457,507 | 1,000,000 | 1,457,507 | 2.34 | % | |||||||||||
Funds affiliated with Ecor1 Capital LLC (12) |
1,397,139 | 200,000 | 1,197,139 | 1.92 | % | |||||||||||
Funds affiliated with Monashee Investment Management LLC (13) |
300,000 | 200,000 | 100,000 | 0.16 | % | |||||||||||
Funds affiliated with Khosla Ventures (*) (14) |
6,151,766 | 6,151,766 | — | — | ||||||||||||
Uri A. Lopatin, M.D.(*)(+) |
5,327,798 | 5,327,798 | — | — | ||||||||||||
Lopatin Descendants’ Trust(*) |
351,948 | 351,948 | — | — | ||||||||||||
Lee Arnold(*)(+) |
2,815,585 | 2,815,585 | — | — | ||||||||||||
Mark Auerbach(*)(+) (15) |
74,556 | 70,390 | 4,166 | (*** | ) | |||||||||||
Michael D. Varney, Ph.D.(*)(+) (16) |
74,556 | 70,390 | 4,166 | (*** | ) | |||||||||||
Brian Kearney(*)(+) |
457,533 | 457,533 | — | — | ||||||||||||
Heidi Henson(*)(+) (17) |
382,184 | 316,753 | 65,431 | (*** | ) | |||||||||||
Elizabeth H. Lacy(*)(+) (18) |
268,483 | 211,169 | 57,314 | (*** | ) |
(*) | These shares are subject to contractual lockup for 180 days following the Closing Date as described under “Certain Relationships and Related Person Transactions.” |
(**) | These shares are subject to various contractual lockup provisions of not less than 180 days following the Closing Date and up to one year following the Closing Date as described under “Certain Relationships and Related Person Transactions.” |
(***) | Less than one percent. |
(+) | These shares may only be sold to the extent the shares have vested and the repurchase option in favor of Pardes has lapsed. |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is 2173 Salk Ave., Suite 250, PMB #052, Carlsbad, CA 92008. |
(2) | Consists of (i) 2,455,432 shares of Common Stock held of record by Foresite Capital Opportunity Fund V, L.P., of which 1,792,932 shares were received in connection with the Closing of the Business Combination, 500,000 shares were purchased in the PIPE Investment and 162,500 were purchased in the market prior to Closing, and (ii) 6,628,640 shares of Common Stock held of record by Foresite Capital Fund V, L.P., of which 5,966,140 were received in connection with the Closing of the Business Combination, 500,000 shares purchased in the PIPE Investment, and 162,500 shares were purchased in the market prior to Closing. The address of the funds associated with Foresite Capital is 900 Larkspur Landing Circle, Suite 150, Larkspur, California 94939. |
(3) | Consists of (i) 4,941,250 Founder Shares held of record by FS Development Holdings II, LLC and (ii) 602,500 Private Placement Shares held of record by FS Development Holdings II, LLC. The address of FS Development Holdings II, LLC, the Sponsor, is 900 Larkspur Landing Circle, Suite 150, Larkspur, California 94939. |
(4) | The address of Daniel Dubin, M.D. is 56 Radcliffe Road, Weston, MA 02493. |
(5) | The address of Owen Hughes is 31 Candy Hill Lane, Sudbury, MA 01776. |
(6) | The address of Deepa Pakianathan, Ph.D. is 145 Fallen Leaf Drive, Hillsborough, CA 94010. |
(7) | Consists of (i) 3,091,265 shares of Common Stock received in connection with the Closing of the Business Combination by GMF Pardes LLC and (ii) 500,000 shares purchased in the PIPE Investment by GMF Pardes LLC. The address of GMF Pardes, LLC is 650 Madison Ave., New York, NY 10022. |
(8) | Consists of (i) 2,691,115 shares of Common Stock held of record by RA Capital Healthcare Fund, L.P., and (ii) 2,000,000 shares of Common Stock purchased in the PIPE Investment by RA Capital Healthcare Fund, L.P. RA Capital Management, L.P. is the investment manager for RA Capital Healthcare Fund, L.P. (“RACHF”). The general partner of RA Capital Management, L.P. is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the managing members. Each of Mr. Kolchinsky and Mr. Shah may be deemed to have voting and investment power over the shares held by RACHF. Mr. Kolchinsky and Mr. Shah disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address of RA Capital Healthcare Fund, L.P. is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
(9) | Consists of (i) 530,954 shares of Common Stock purchased in the PIPE Investment held by T. Rowe Price Health Sciences Fund, Inc., (ii) 45,107 shares of Common Stock purchased in the PIPE Investment held by TD Mutual Funds – TD Health Sciences Fund, (iii) 23,939 shares of Common Stock purchased in the PIPE Investment held by T. Rowe Price Health Sciences Portfolio, (iv) 1,237,291 beneficially owned by T. Rowe Price New Horizons Fund, Inc., and (v) 1,375,184 shares of Common Stock beneficially owned by T. Rose Price Associates, Inc. T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser or subadviser with power to direct investments and/or sole power to vote the securities owned by the T. Rowe Accounts as well as securities owned by certain other individual and institutional investors. For purposes of reporting requirements of the Securities Exchange Act of 1934, TRPA may be deemed to be the beneficial owner of all of the shares of Common Stock purchased in the PIPE Investment; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. T. Rowe Price Investment Services, Inc. (“TRPIS”), a registered broker-dealer (and FINRA member), is a subsidiary of TRPA. TRPIS was formed primarily for the limited purpose of acting as the principal underwriter and distributor of shares of the funds in the T. Rowe Price fund family and complements the other services provided to shareholders of the T. Rowe Price funds. TRPA is the wholly owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company. The address of each entity is T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202. |
(10) | The address of Gilead Sciences, Inc. is 333 Lakeside Drive, Foster City, CA 94404. |
(11) | Consists of 1,000,00 shares of Common Stock purchased by Frazier Life Sciences IX, L.P. in the PIPE Investment and 1,457,507 shares beneficially owned by funds affiliated with Frazier Life Sciences. The address of Frazier Life Sciences IX, L.P. is 70 Willow Road #200, Menlo Park, CA 94025. |
(12) | Consists of (i) 1,197,139 shares of Common Stock beneficially owned by funds affiliated with EcoR1 Capital LLC, (ii) 173,840 shares of Common Stock purchased in the PIPE Investment by EcoR1 Capital Fund Qualified, L.P., and (iii) 26,160 shares of Common Stock purchased in the PIPE Investment by EcoR1 Capital Fund, L.P. The address of the funds associated with EcoR1 Capital LLC is 357 Tehama Street #3, San Francisco, CA 94103. |
(13) | Consists of (i) 48,458 shares of Common Stock purchased in the PIPE Investment by BEMAP Master Fund Ltd; (ii) 9,692 shares of Common Stock purchased in the PIPE Investment by Monashee Managed Account SP; (iii) 6,736 shares of Common Stock purchased in the PIPE Investment by Bespoke Alpha MAC MIM LP; (iv) 8,203 shares of Common Stock purchased in the PIPE Investment by SFL SPV I LLC; (v) 54,834 shares of Common Stock purchased in the PIPE Investment by DS Liquid Div RVA MON LLC; (vi) 42,485 shares of Common Stock purchased in the PIPE Investment by Monashee Solitario Fund LP; and (vii) 29,592 shares of Common Stock purchased in the PIPE Investment by Monashee Pure Alpha SPV I LP. The address of the funds associated with Monashee Investment Management, LLC is 75 Park Plaza, 2nd Floor, Boston, MA 02116. |
(14) | Consists of (i) 3,400,464 shares of Common Stock received in connection with the Closing of the Business Combination by Khosla Ventures Seed D, LP and (ii) 2,751,302 shares of Common Stock received in connection with the Closing of the Business Combination by Khosla Ventures VII, LP. The address of the funds associated with Khosla Ventures is 2128 Sand Hill Rd., Menlo Park, CA 94025. |
(15) | Consists of 70,390 restricted shares of Common Stock held by Mr. Auerbach, of which 49,860 shares remain subject to a right of repurchase at March 18, 2022 and 4,166 shares of Common Stock issuable to Mr. Auerbach pursuant to options exercisable within 60 days of January 17, 2022. |
(16) | Consists of 70,390 restricted shares of Common Stock held by Dr. Varney, of which 46,927 shares remain subject to a right of repurchase at March 18, 2022 and 4,166 shares of Common Stock issuable to Mr. Varney pursuant to options exercisable within 60 days of January 17, 2022. |
(17) | Consists of 316,753 restricted shares of Common Stock held by Ms. Henson, of which 186,974 shares remain subject to a right of repurchase at March 18, 2022 and 65,431 shares of Common Stock issuable to Ms. Henson pursuant to options exercisable within 60 days of January 17, 2022. |
(18) | Consists of 211,169 restricted shares of Common Stock held by Ms. Lacy, of which 136,380 shares remain subject to a right of repurchase at March 18, 2022 and 57,314 shares of Common Stock issuable to Ms. Lacy pursuant to options exercisable within 60 days of January 17, 2022. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; or |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates); |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or warrant; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling securityholders. |
Page |
||||
Condensed Financial Statements |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
Audited Financial Statements of FS Development Corp. II: |
||||
F-23 |
||||
F-24 |
||||
F-25 |
||||
F-26 |
||||
F-27 |
||||
F-28 |
Financial Statements of Pardes Biosciences, Inc.: |
||||
F-37 |
||||
F-38 |
||||
F-39 |
||||
F-40 |
||||
F-41 |
||||
F-42 |
September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total current assets |
||||||||
Deferred offering cost |
||||||||
Investments held in Trust Account |
||||||||
Total Assets |
$ |
$ |
||||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit): |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
||||||||
Note payable |
||||||||
Total current liabilities |
||||||||
Deferred underwriting commissions |
||||||||
Total liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption, $ - |
||||||||
Stockholders’ Equity (Deficit): |
||||||||
Preferred stock, $ |
||||||||
Class A common stock, $ - |
||||||||
Class B common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ equity (deficit) |
( |
) | ||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
||||||
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
For the Period From August 21, 2020 (inception) through September 30, 2020 |
||||||||||
General and administrative expenses |
$ | $ | $ | |||||||||
General and administrative expenses – related party |
||||||||||||
Franchise tax expense |
||||||||||||
Loss from operations |
( |
) | ( |
) | $ | ( |
) | |||||
Income earned from investments held in Trust Account |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average shares outstanding of Class A common stock, basic and diluted |
||||||||||||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | $ | ( |
) | $ | |||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
||||||||||||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
For the Three and Nine months Ended September 30, 2021 |
||||||||||||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
Sale of Private Placement Shares |
— | — | — | |||||||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (unaudited), as restated |
— |
( |
) |
( |
) | |||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021 (unaudited), as restated |
— |
( |
) |
( |
) | |||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2021 (unaudited) |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
For the Period from August 21, 2020 (inception) through September 30, 2020 |
||||||||||||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – August 21, 2020 (inception) |
— |
$ |
— |
$ |
$ |
$ |
— |
$ |
||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — | — | — | — | — | |||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2020 (unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2021 |
For the Period From August 21, 2020 (inception) through September 30, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Income earned from investments held in Trust Account |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | — | |||||
Franchise tax payable |
— | |||||||
Accounts payable |
||||||||
Accrued expenses |
||||||||
Net cash used in operating activities |
( |
) | ||||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
( |
) | — | |||||
Net cash used in investing activities |
( |
) | — | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from note payable to related party |
||||||||
Repayment of note payable to related party |
( |
) | — | |||||
Proceeds received from initial public offering, gross |
— | |||||||
Proceeds received from private placement |
— | |||||||
Offering costs paid |
( |
) | ( |
) | ||||
Net cash provided by financing activities |
||||||||
Net change in cash |
||||||||
Cash – beginning of the period |
— | |||||||
Cash – end of the period |
$ |
$ |
||||||
Supplemental disclosure of noncash activities: |
||||||||
Offering costs included in accounts payable |
$ | $ | — | |||||
Offering costs included in accrued expenses |
$ | $ | ||||||
Deferred underwriting commissions in connection with the initial public offering |
$ | $ | — | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ | — | $ |
As of February 19, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
As of March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
Three Months Ended March 31, 2021 |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A common stock subject to possible redemption |
$ | ( |
) | $ | $ |
As of June 30, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A common stock subject to possible redemption |
||||||||||||
Preferred stock |
||||||||||||
Class A common stock |
( |
) | ||||||||||
Class B common stock |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total stockholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
Six Months Ended June 30, 2021 |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Supplemental Disclosure of Noncash Financing Activities: |
||||||||||||
Initial value of Class A common stock subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A common stock subject to possible redemption |
$ | ( |
) | $ | $ |
Earnings Per Share |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Three Months Ended March 31, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding – Class A common stock |
( |
) | ||||||||||
Basic and diluted earnings per share – Class A common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding – Class B common stock |
||||||||||||
Basic and diluted earnings per share – Class B common stock |
$ | ( |
) | $ | $ | ( |
) |
Earnings Per Share |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Three Months Ended June 30, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding – Class A common stock |
||||||||||||
Basic and diluted earnings per share – Class A common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding – Class B common stock |
||||||||||||
Basic and diluted earnings per share – Class B common stock |
$ | ( |
) | $ | $ | ( |
) | |||||
Earnings Per Share |
||||||||||||
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Six Months Ended June 30, 2021 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding – Class A common stock |
( |
) | ||||||||||
Basic and diluted earnings per share – Class A common stock |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding – Class B common stock |
||||||||||||
Basic and diluted earnings per share – Class B common stock |
$ | ( |
) | $ | $ | ( |
) |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net loss per ordinary share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||||||||||
Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
For the Period From August 21, 2020 (inception) through September 30, 2020 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per ordinary share: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ | $ | ( |
) | ||||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||
Basic and diluted net loss per ordinary share |
$ | $ | ( |
) | ||||
Gross proceeds from Initial Public Offering |
$ | |||
Less: |
||||
Offering costs allocated to Class A common stock subject to possible redemption |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption |
$ | |||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Investments held in Trust Account – money market funds |
$ | $ | $ |
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Total current assets |
||||
Deferred offering costs associated with proposed public offering |
||||
Total Assets |
$ |
|||
Liabilities and Stockholder’s Equity: |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
Note payable – related party |
||||
Total current liabilities |
||||
Commitments and Contingencies |
||||
Stockholder’s Equity: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholder’s equity |
||||
Total Liabilities and Stockholder’s Equity |
$ |
|||
(1) | This number includes up to |
General and administrative expenses |
$ | |||
Net loss |
$ | ( |
) | |
Weighted average shares outstanding, basic and diluted (1) |
||||
Basic and diluted net loss per share |
$ | ( |
) | |
(1) | This number excludes an aggregate of up to |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholder’s Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – August 21, 2020 (inception) |
— |
$ | — | — |
$ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor (1) |
— | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance – December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
(1) | This number includes up to |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Changes in operating assets and liabilities: |
||||
Accounts payable |
||||
Net cash used in operating activities |
||||
Cash Flows from Financing Activities: |
||||
Proceeds from note payable to related party |
||||
Payment of deferred offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash – beginning of the period |
||||
Cash – end of the period |
$ |
|||
Supplemental disclosure of noncash activities: |
||||
Deferred offering costs included in accrued expenses |
$ | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ |
DECEMBER 31, 2020 |
SEPTEMBER 30, 2021 |
|||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
Liabilities and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Simple agreements for future equity (SAFE) |
||||||||
Total current liabilities |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 7) |
||||||||
Convertible preferred stock, $ |
||||||||
Stockholders’ deficit: |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
Total liabilities and stockholders’ deficit |
$ | $ | ||||||
FOR THE PERIOD FEBRUARY 27, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 |
FOR THE PERIOD FEBRUARY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020 |
NINE MONTHS ENDED SEPTEMBER 30, 2021 |
||||||||||
(unaudited) |
||||||||||||
Operating expenses: |
||||||||||||
Research and development |
$ | $ | $ | |||||||||
General and administrative |
||||||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Other income (expense): |
||||||||||||
Interest income |
— | — | ||||||||||
Change in fair value of SAFE liability |
( |
) | ( |
) | — | |||||||
|
|
|
|
|
|
|||||||
Total other expense |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net loss and comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Net loss per share, basic and diluted |
|
|
|
|
|
|
$ | ( |
) | |||
|
|
|||||||||||
Weighted-average common shares outstanding, basic and diluted |
||||||||||||
|
|
CONVERTIBLE PREFERRED STOCK |
COMMON STOCK |
ADDITIONAL PAID-IN CAPITAL |
ACCUMULATED DEFICIT |
TOTAL STOCKHOLDERS’ DEFICIT |
||||||||||||||||||||||||
SHARES |
AMOUNT |
SHARES |
AMOUNT |
|||||||||||||||||||||||||
Balance at February 27, 2020 (inception) |
$ | $ | |
$ | |
$ | $ | |||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Issuance of Series A convertible preferred stock for cash, net of issuance costs of $ |
— | — | — | — | — | |||||||||||||||||||||||
Conversion of SAFE agreements into shares of convertible preferred stock (unaudited) |
— | — | — | — | — | |||||||||||||||||||||||
Vesting of restricted common stock (unaudited) |
— | — | — | — | — | — | ||||||||||||||||||||||
Exercise of common stock options (unaudited) |
— | — | — | — | ||||||||||||||||||||||||
Stock-based compensation (unaudited) |
— | — | — | — | — | |||||||||||||||||||||||
Net loss (unaudited) |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2021 |
$ | $ | — | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at February 27, 2020 (inception) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Net loss (unaudited) |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2020 (unaudited) |
— | $ | — | — | $ | — | $ | — | $ | ( |
) | $ | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE PERIOD FEBRUARY 27, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 |
FOR THE PERIOD FEBRUARY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020 |
NINE MONTHS ENDED SEPTEMBER 30, 2021 |
||||||||||
(unaudited) |
||||||||||||
Operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to cash used in operating activities: |
||||||||||||
Stock-based compensation |
— | — | ||||||||||
Change in fair value of SAFE liability |
— | |||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ( |
) | ||||||
Accounts payable |
||||||||||||
Accrued expenses |
||||||||||||
Net cash used in operating activities |
( |
) | ( |
) | ( |
) | ||||||
Financing activities: |
||||||||||||
Proceeds from issuance of convertible preferred stock |
— | — | ||||||||||
Payment of issuance costs for convertible preferred stock |
— | — | ( |
) | ||||||||
Proceeds from issuance of SAFE agreements |
— | |||||||||||
Proceeds from exercise of common stock options |
— | — | ||||||||||
Cash paid for deferred offering costs |
— | — | ( |
) | ||||||||
Net cash provided by financing activities |
||||||||||||
Net increase in cash and cash equivalents |
||||||||||||
Cash and cash equivalents at beginning of period |
— | — | ||||||||||
Cash and cash equivalents at end of period |
$ | $ | $ | |||||||||
Supplemental schedule of non-cash financing activity: |
||||||||||||
Other receivable in connection with the issuance of SAFE agreements |
$ | $ | — | $ | — | |||||||
Conversion of SAFE agreements into shares of convertible preferred stock |
$ | — | $ | — | $ | |||||||
Deferred offering costs included in accounts payable and accrued expenses |
$ | — | $ | — | $ | |||||||
February 27, 2020 (inception) through December 31, 2020 |
February 27, 2020 (inception) through September 30, 2020 |
Nine Months Ended September 30, 2021 |
||||||||||
(unaudited) |
||||||||||||
Conversion of outstanding convertible preferred stock |
— | — | ||||||||||
Outstanding stock options |
— | — | ||||||||||
Restricted common stock subject to repurchase or forfeiture |
||||||||||||
Total |
||||||||||||
2020 SAFEs issued in the 2020 period |
$ | |||
Change in fair value during the 2020 period |
||||
Balance as of December 31, 2020 |
||||
Conversion into shares of convertible preferred stock (unaudited) |
( |
) | ||
Balance as of September 30, 2021 (unaudited) |
$ | |||
Shares Authorized |
Shares Issued and Outstanding |
Per Share Original Issue Price |
Liquidation Preference |
Carrying Value |
||||||||||||||||
Series A |
$ | $ | $ | |||||||||||||||||
Series A-1 |
$ | |||||||||||||||||||
Series A-2 |
$ | |||||||||||||||||||
Series A-3 |
$ | |||||||||||||||||||
Total |
$ | $ | ||||||||||||||||||
Number of Unvested Shares |
||||
Balance at February 27, 2020 (inception) |
||||
Issued shares |
||||
Forfeited shares |
( |
) | ||
Balance at December 31, 2020 |
||||
Issued shares (unaudited) |
||||
Vested shares (unaudited) |
( |
) | ||
Balance at September 30, 2021 (unaudited) |
||||
Number |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term (in Years) |
Weighted- Average Grant Date (Fair Value) |
Aggregate Intrinsic Value (in thousands) |
||||||||||||||||
Outstanding at December 31, 2020 |
— | — | ||||||||||||||||||
Granted (unaudited) |
$ | $ | ||||||||||||||||||
Exercised (unaudited) |
( |
) | $ | |||||||||||||||||
Canceled (unaudited) |
( |
) | $ | |||||||||||||||||
Outstanding and expected to vest at September 30, 2021 (unaudited) |
$ | $ | $ | |||||||||||||||||
Vested and exercisable at September 30, 2021 (unaudited) |
$ | $ | $ | |||||||||||||||||
Assumed risk-free interest rate |
% | |||
Assumed volatility |
% | |||
Expected option life (in years) |
||||
Expected dividend yield |
— | % |
Research and development |
$ | |||
General and administrative |
||||
|
|
|||
Total stock-based compensation |
$ | |||
|
|
December 31, 2020 |
September 30, 2021 |
|||||||
(unaudited) |
||||||||
Conversion of outstanding convertible preferred stock |
— | |||||||
Outstanding stock options |
— | |||||||
Shares available for issuance under the Plan |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Expected income tax benefit at statutory rates |
$ | ( |
) | |
Permanent items |
||||
Change in fair value of 2020 SAFEs |
||||
Research credits |
( |
) | ||
Valuation allowance |
||||
|
|
|||
$ | ||||
|
|
Deferred tax assets: |
||||
Net operating loss carryforward |
$ | |||
Research credit carryforwards |
||||
Other, net |
||||
|
|
|||
Total deferred tax assets |
||||
Less valuation allowance |
( |
) | ||
|
|
|||
Net deferred tax assets |
$ | |||
|
|
ITEM 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
SEC registration fee |
$51,320.76 | |||
Accounting fees and expenses |
5,000.00 | |||
Legal fees and expenses |
5,000.0 | |||
Miscellaneous fees and expenses |
0,000.00 | |||
|
|
|||
Total expenses |
$251,320.76 | |||
|
|
ITEM 14. |
Indemnification of Directors and Officers |
ITEM 15. |
Recent Sales of Unregistered Securities. |
ITEM 16. |
Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
* | Filed herewith. |
† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Management contract or compensation plan or arrangement. |
(b) | Financial Statement Schedules |
A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
D. | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
E. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pardes Biosciences, Inc. | ||
By: | /s/ Uri A. Lopatin, M.D. | |
Name: | Uri A. Lopatin, M.D. | |
Title: | Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Uri A. Lopatin, M.D. |
President, Chief Executive Officer and Director | Dated: January 21, 2022 | ||
Uri A. Lopatin, M.D. | (Principal Executive Officer) | |||
/s/ Heidi Henson |
Principal Financial and Principal | Dated: January 21, 2022 | ||
Heidi Henson | Accounting Officer | |||
/s/ Mark Auerbach |
Director | Dated: January 21, 2022 | ||
Mark Auerbach | ||||
/s/ Deborah M. Autor |
Director | Dated: January 21, 2022 | ||
Deborah M. Autor | ||||
/s/ Laura J. Hamill |
Director | Dated: January 21, 2022 | ||
Laura J. Hamill | ||||
/s/ J. Jay Lobell |
Director | Dated: January 21, 2022 | ||
J. Jay Lobell | ||||
/s/ James B. Tananbaum, M.D. |
Director | Dated: January 21, 2022 | ||
James B. Tananbaum, M.D. | ||||
/s/ Michael D. Varney, Ph.D. |
Director | Dated: January 21, 2022 | ||
Michael D. Varney, Ph.D. |