Delaware |
6770 |
86-2437900 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Alan F. Denenberg Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 Telephone: (650) 752-2000 |
Jocelyn M. Arel Maggie Wong Michael R. Patrone Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 Telephone: (212) 813-8800 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
1. | to (a) adopt and approve the Business Combination Agreement, dated as of December 19, 2021 (the “Business Combination Agreement”), as amended on February 12, 2022 by Amendment No. 1 to Business Combination Agreement, among DYNS, Explore Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of DYNS (“Merger Sub”), and Senti Biosciences, Inc., a Delaware corporation (“Senti”), pursuant to which Merger Sub will merge with and into Senti, with Senti surviving the merger as a wholly-owned subsidiary of DYNS (the “Combined Company”), (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), and (c) adopt and approve each Ancillary Document (as defined in the Business Combination Agreement) to which DYNS is a party and approve all transactions contemplated therein. Subject to the terms and conditions set forth in the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”): |
(i) | each outstanding share of Senti common stock will be cancelled and converted into the right to receive a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to the Exchange Ratio (as defined in the accompanying proxy statement/prospectus); |
(ii) | each outstanding share of Senti preferred stock will be cancelled and converted into the right to receive a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the aggregate number of shares of Senti common stock that would be issued upon conversion of the shares of Senti preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; |
(iii) | each outstanding Senti option (whether vested or unvested) will be converted into an option to purchase a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Senti common stock subject to such option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent); and |
(iv) | holders of shares of Senti common stock and Senti preferred stock may also be eligible to receive up to an aggregate of 2,000,000 shares of Class A Common Stock (which would be common stock of New Senti) based on the share price of New Senti common stock following the Business Combination or, in some circumstances, upon a change of control of the Combined Company. |
2. | to approve, assuming the Business Combination Proposal is approved and adopted, a proposed second amended and restated certificate of incorporation (the “Proposed Charter,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex B Annex B |
3. | to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the Securities and Exchange Commission as seven separate sub-proposals (the “Advisory Charter Amendment Proposals”): |
(a) | Advisory Charter Proposal A — to change the corporate name of the Combined Company to “Senti Biosciences, Inc.” on and from the time of the Business Combination; |
(b) | Advisory Charter Proposal B — to increase the authorized shares of common stock of the Combined Company to 500,000,000 shares; |
(c) | Advisory Charter Proposal C — to increase the authorized shares of preferred stock that the Combined Company’s board of directors could issue to 10,000,000 shares; |
(d) | Advisory Charter Proposal D — to provide that certain named individuals be elected to serve as Class I, Class II and Class III directors to serve staggered terms on the board of directors of the Combined Company until their respective successors are duly elected and qualified, or until their earlier resignation, death, or removal, and to provide that the removal of any director be only for cause (and by the affirmative vote of the holders of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote at an election of directors); |
(e) | Advisory Charter Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of the holders of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendments, and of the holders of shares of each class entitled to vote thereon as a class; |
(f) | Advisory Charter Proposal F — to make the Combined Company’s corporate existence perpetual instead of requiring DYNS to be dissolved and liquidated 24 months following the closing of its initial public offering (the “Initial Public Offering”), and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and |
(g) | Advisory Charter Proposal G — to remove the provisions that allow stockholders to act by written consent as opposed to holding a stockholders meeting; |
4. | to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 26,000,000 shares of Class A Common Stock in connection with the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus, and (b) the issuance of an aggregate of 6,680,000 shares of Class A Common Stock in a private placement (the “PIPE Investment”) concurrent with the Business Combination (the “Nasdaq Stock Issuance Proposal”); |
5. | to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”); |
6. | to approve, assuming the Business Combination Proposal is approved and adopted, the Incentive Plan (as defined in the accompanying proxy statement/prospectus), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C |
7. | to approve, assuming the Business Combination Proposal is approved and adopted, the ESPP (as defined in the accompanying proxy statement/prospectus), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D |
8. | to approve a proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the board of directors of DYNS or the officer presiding over the Special Meeting, for DYNS to consummate the Business Combination (the “Adjournment Proposal”). |
By Order of the Board of Directors |
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F-1 |
• | DYNS is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. |
• | On May 28, 2021, DYNS completed its Initial Public Offering of 23,000,000 shares of Class A Common Stock at a price of $10.00 per share, generating proceeds of $230,000,000 before underwriting discounts and expenses. Simultaneously with the closing of the Initial Public Offering, DYNS closed the Concurrent Private Placement of 715,500 shares of Class A Common Stock at a price of $10.00 per share to the Sponsor, generating proceeds of $7,155,000. |
• | Senti’s mission is to create a new generation of smarter therapies that can outmaneuver complex diseases in ways previously not implemented by conventional medicines. To accomplish this mission, Senti has built a synthetic biology platform that it believes may enable it to program next-generation cell and gene therapies with what it refers to as “gene circuits.” These gene circuits, which Senti created from novel and proprietary combinations of genetic parts, are designed to reprogram cells with biological logic to sense inputs, compute decisions and respond to their respective cellular environments. Senti aims to design and optimize gene circuits through its Design-Build-Test-Learn Engine, or DBTL Engine, to improve the “intelligence” of cell and gene therapies in order to enhance their therapeutic effectiveness against a broad range of diseases that conventional medicines are unable to address. Senti’s gene circuit platform technologies can be applied in a modality-agnostic manner, with applicability to natural killer (NK) cells, T cells, tumor infiltrating lymphocytes (TILs), stem cells including hematopoietic stem cells (HSCs), in vivo gene therapy and messenger ribonucleic acid (mRNA). All of Senti’s current product candidates are in preclinical development. Senti’s lead product candidates currently utilize allogeneic chimeric antigen receptor (CAR) NK cells outfitted with its gene |
circuit technologies in several oncology indications with currently high unmet need. Subject to the successful identification of lead product candidates and the completion of IND-enabling studies, Senti expects to file investigational new drug applications, or INDs, for multiple product candidates starting in 2023. |
• | On December 19, 2021, DYNS, Senti and Merger Sub entered into the Business Combination Agreement. Under the terms of the Business Combination Agreement, the parties thereto will enter into a business combination transaction pursuant to which Merger Sub will merge with and into Senti, with Senti surviving as a wholly-owned subsidiary of DYNS. |
• | In accordance with and subject to the terms of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $240,000,000, which will be paid as equity consideration to the Sellers and the holders of Senti options. The Sellers may also be entitled to the Contingency Consideration. For more information regarding the consideration to be paid in connection with the Business Combination, please see the section entitled “Summary of the Proxy Statement/Prospectus – Business Combination Consideration.” |
• | Concurrently with the execution of the Business Combination Agreement, DYNS entered into subscription agreements with the PIPE Investors in respect of the PIPE Investment, pursuant to which the PIPE Investors have collectively subscribed for 6,680,000 shares of Class A Common Stock for an aggregate purchase price equal to $66,800,000. The PIPE Investment will be consummated substantially concurrently with the Closing. It is anticipated that, assuming that no additional shares are issued prior to Closing, upon Closing: |
• | the PIPE Investors, who will include certain entities affiliated with certain of DYNS’s officers and directors (and who will subscribe for 500,000 shares of Class A Common Stock on the same terms and conditions as all other PIPE Investors), will own approximately 11.3% of the outstanding DYNS Common Stock; |
• | the Sellers will own approximately 38.8% of the outstanding DYNS Common Stock; |
• | the Sponsor will own approximately 9.3% of the outstanding DYNS Common Stock; and |
• | Public Stockholders, will own approximately 40.6%, of the outstanding DYNS Common Stock. |
• | On February 12, 2022, DYNS, Merger Sub and Senti entered into Amendment No.1 to Business Combination Agreement to, among other things (i) clarify section 5.7 of the Business Combination Agreement with respect to certain parameters of the Incentive Plan, and (ii) restructure certain option grants made to Senti employees at the time the Business Combination Agreement was signed, to (a) acknowledge that certain of such employees’ option award agreements reflect the fact that their option grants, which are for a number of shares of Senti common stock, are subject to adjustment, and (b) provide that certain of such employees’ options will commence vesting on the grant date (being the date the Business Combination Agreement was signed) while other employees’ options will commence vesting on the Closing Date. |
• | In evaluating the Business Combination, our Board considered various factors in determining whether to approve the Business Combination Agreement. For more information about our Board’s decision-making process, as well as other factors, uncertainties and risks considered, see the section entitled “ Proposal 1: The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination |
• | Pursuant to the Current Charter, Public Stockholders may request that we redeem all or a portion of their Public Shares for cash if the Business Combination is consummated. Public Stockholders may elect to redeem their Public Shares even if they vote “FOR” the Proposal to approve the Business Combination, or any other Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective Public Stockholder or their broker, bank or other nominee. If the Business Combination is consummated, and if a Public Stockholder properly exercises their right to redeem all or a portion of their Public Shares, including by timely delivering their shares to Continental, we will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest but less franchise and income taxes payable. For illustrative purposes, based on funds in the Trust Account of $ on the Record Date, the estimated per share redemption price would have been approximately $10.00. If a Public Stockholder properly exercises their redemption rights in full, then they will be electing to exchange all of their Public Shares for cash and will not own any shares of the Combined Company. Please see the section entitled “Summary of the Proxy Statement/Prospectus—Redemption Rights of DYNS Stockholders |
• | In addition to voting on the proposal to approve and adopt the Business Combination Agreement and approve the Business Combination, and to approve each Ancillary Document (as defined in the Business Combination Agreement) to which DYNS is a party and approve all transactions contemplated therein (together, the “Business Combination Proposal”) at the Special Meeting, our stockholders will be asked to vote to approve the following Proposals: |
• | assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, which will amend and restate the Current Charter, and amended bylaws for the Combined Company, which will, in each case, be in effect upon the Closing (the “Charter Amendment Proposal”); |
• | on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the “Advisory Charter Amendment Proposals”): |
• | Advisory Charter Proposal A — to change the corporate name of the Combined Company to “Senti Biosciences, Inc.” on and from the time of the Business Combination; |
• | Advisory Charter Proposal B — to increase the authorized shares of common stock of the Combined Company to 500,000,000 shares; |
• | Advisory Charter Proposal C — to increase the authorized shares of preferred stock that the Combined Company’s board of directors could issue to 10,000,000 shares; |
• | Advisory Charter Proposal D — to provide that certain named individuals be elected to serve as Class I, Class II and Class III directors to serve staggered terms on the New Senti Board until their respective successors are duly elected and qualified, or until their earlier resignation, death, or removal, and to provide that the removal of any director be only for cause (and by the affirmative vote of the holders of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote at an election of directors); |
• | Advisory Charter Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of the holders of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendments, and of the holders of shares of each class entitled to vote thereon as a class; |
• | Advisory Charter Proposal F — to make the Combined Company’s corporate existence perpetual instead of requiring DYNS to be dissolved and liquidated 24 months following the closing of the Initial Public Offering, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and |
• | Advisory Charter Proposal G — to remove the provisions that allow stockholders to act by written consent as opposed to holding a stockholders meeting; |
• | assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 26,000,000 shares of Class A Common Stock in connection with the Business Combination, and (b) the issuance of an aggregate of 6,680,000 shares of Class A Common Stock in connection with the PIPE Investment concurrent with the Business Combination (the “Nasdaq Stock Issuance Proposal”); |
• | assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”); |
• | assuming the Business Combination Proposal is approved and adopted, the Incentive Plan, which will become effective as of and contingent on the consummation of the Business Combination (the “Incentive Plan Proposal”); |
• | assuming the Business Combination Proposal is approved and adopted, the ESPP, which will become effective as of and contingent on the consummation of the Business Combination (the “ESPP Proposal”); and |
• | the adjournment of the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the Board or the officer presiding over the Special Meeting, for DYNS to consummate the Business Combination (the “Adjournment Proposal”). |
• | Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement, including, among others (i) there being at least $150,000,000 in cash available at Closing, (ii) the registration statement, of which this proxy statement/prospectus forms a part, becoming effective in accordance with the Securities Act, (iii) customary bringdown conditions, and (iv) no material adverse effect in respect of either DYNS or Senti having occurred. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. For more information about the closing conditions to the Business Combination, please see the section entitled “ Proposal 1: The Business Combination Proposal.” |
• | To assist with minimizing redemptions of Public Shares and satisfying the condition to Closing that there be at least $150,000,000 in available cash, on December 19, 2021, DYNS entered into non-redemption agreements (the “Non-Redemption Agreements”) with the Anchor Investors pursuant which such investors agreed to, among other things, not redeem the Public Shares beneficially owned by them and to not, subject to certain exceptions, transfer such Public Shares. These commitments apply in respect of 8,109,337 Public Shares in the aggregate as at the date of filing of this proxy statement/prospectus. In connection with these commitments from the Anchor Investors, the Sponsor has agreed to forfeit 965,728 Founder Shares and DYNS has agreed to cancel such Founder Shares and |
concurrently issue to such investors an equivalent number of shares of Class A Common Stock, in each case, at or promptly following Closing, thereby potentially increasing the Anchor Investors’ ownership interest in New Senti. The potential issuance of such shares of Class A Common Stock to the Anchor Investors is the only consideration which they will potentially receive in connection with their agreement not to redeem their Public Shares. For more information about the Non-Redemption Agreements, please see the section entitled “ Proposal 1: The Business Combination Proposal – Related Agreements – Non-Redemption Agreements |
• | The proposed Business Combination, including our business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.” |
• | When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other Proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such Proposals that are different from, or in addition to, those of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination Agreement and the other transaction agreements and in recommending to our stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. DYNS stockholders should take these interests into account in deciding whether to approve the Proposals presented at the Special Meeting, including the Business Combination Proposal. For further information, please see the section entitled “ Summary of the Proxy Statement/Prospectus — Interests of the Sponsor and DYNS’s Directors and Officers in the Business Combination.” |
Q: |
What is the Business Combination? |
A: |
DYNS and Senti have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Senti, with Senti surviving the Business Combination as a wholly-owned subsidiary of DYNS. |
Q: |
Why am I receiving this proxy statement/prospectus? |
A: |
DYNS and Senti have agreed to a Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A Proposal 1: The Business Combination Proposal |
Q: |
What is the Business Combination Consideration and what will Senti stockholders and holders of Senti options receive in the Business Combination? |
A: |
If the Business Combination is completed, Senti stockholders (the Sellers) and holders of Senti options will receive the following equity consideration, which is referred to collectively as the “Business Combination Consideration”: |
• | Each outstanding share of Senti common stock will be cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to the Exchange Ratio (rounded down to the nearest whole share). |
• | Each outstanding share of Senti preferred stock will be cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (A) the aggregate number of shares of Senti common stock that would be issued upon conversion of the shares of Senti preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole share). |
• | Each outstanding Senti option (whether vested or unvested) will be converted into an option to purchase a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Senti common stock subject to such option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent). |
Q: |
What equity stake will non-redeeming Public Stockholders, the PIPE Investors, the Sellers and our Sponsor hold in New Senti following the consummation of the Business Combination and the PIPE Investment and what is the expected pro forma equity value of New Senti at the Closing? |
A: | The equity stake held by our non-redeeming Public Stockholders, the PIPE Investors (who will include certain entities affiliated with certain of DYNS’s officers and directors), the Sellers and our Sponsor in New Senti immediately following consummation of the Business Combination and the PIPE Investment will depend on the number of redemptions from our Trust Account by Public Stockholders at the Closing as well as various other factors, as described in the assumptions set forth below. Approximate equity stakes for each of these stockholder groups upon consummation of the Business Combination and the PIPE Investment, and their corresponding approximate collective voting power in New Senti, are set forth in the table below in respect of four redemption scenarios: (1) “Scenario A,” in which there are no redemptions of our Public Shares; (2) “Scenario B,” in which 25% of our Public Shares which are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed; (3) “Scenario C,” in which 75% of our Public Shares which are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed, and (4) “Scenario D,” in which there are maximum redemptions from our Trust Account. For further information on what constitutes a “maximum redemptions” scenario, please see the section of this proxy statement/prospectus entitled “ Unaudited Pro Forma Condensed Combined Financial Information |
Holder of shares of New Senti Common Stock |
Scenario A No redemptions |
Scenario B 25% redemptions (1) |
Scenario C 75% redemptions (2) |
Scenario D Maximum redemptions (3) |
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No. of shares |
Voting power (4) |
No. of shares |
Voting power |
No. of shares |
Voting power |
No. of shares |
Voting power |
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Public Stockholders (5) |
23,965,728 | 40.6 | % | 20,243,062 | 36.6 | % | 12,797,731 | 26.7 | % | 9,075,065 | 20.5 | % | ||||||||||||||||||||
PIPE Investors (6) |
6,680,000 | 11.3 | % | 6,680,000 | 12.1 | % | 6,680,000 | 14.0 | % | 6,680,000 | 15.1 | % | ||||||||||||||||||||
The Sellers (7) |
22,916,991 | 38.8 | % | 22,916,991 | 41.4 | % | 22,916,991 | 47.8 | % | 22,916,991 | 51.9 | % | ||||||||||||||||||||
The Sponsor (8) |
5,499,772 | 9.3 | % | 5,499,772 | 9.9 | % | |
5,499,772 |
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11.5 | % | |
5,499,772 |
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Pro Forma New Senti Common Stock at Closing (9) |
59,062,491 |
100.0 |
% |
55,339,825 |
100.0 |
% |
47,894,494 |
100.0 |
% |
44,171,828 |
100.0 |
% | ||||||||||||||||||||
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Pro Forma Equity Value (9) |
$ |
590,624,910 |
— |
$ |
553,398,253 |
— |
$ |
478,944,938 |
— |
$ |
441,718,280 |
— |
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Pro Forma Book Value (9) |
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Total Pro Forma Book Value |
$ | 336,086,500 | — | $ | 298,859,500 | — | $ | 224,406,500 | — | $ | 187,179,500 | — | ||||||||||||||||||||
Pro Forma Book Value Per Share |
$ | 5.69 | — | $ | 5.40 | — | $ | 4.69 | — | $ | 4.24 | — | ||||||||||||||||||||
Potential additional sources of dilution |
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Contingency Consideration (10) |
2,000,000 | 3.3 | % | 2,000,000 | 3.5 | % | 2,000,000 | 4.0 | % | 2,000,000 | 4.3 | % |
(1) | As at the date of this proxy statement/prospectus, there are 23,000,000 Public Shares issued and outstanding. Of those shares, 8,109,337 are subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus. The numbers set forth in this column assume that 3,722,666, or approximately 25%, of the 14,890,663 Public Shares that are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed at $10.00 per share. |
(2) | As at the date of this proxy statement/prospectus, there are 23,000,000 Public Shares issued and outstanding. Of those shares, 8,109,337 are subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus. The numbers set forth in this column assume that 11,167,997, or approximately 75%, of the 14,890,663 Public Shares that are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed at $10.00 per share. |
(3) | As at the date of this proxy statement/prospectus, there are 23,000,000 Public Shares issued and outstanding. Of those shares, 8,109,337 are subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus. The numbers set forth in this column assume that all 14,890,663 Public Shares that are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed at $10.00 per share. |
(4) | All voting power percentages in this table are approximate and have been rounded to one decimal place. |
(5) | Shares held by Public Stockholders include those held by Anchor Investors as at the date of this proxy statement/prospectus. |
(6) | PIPE Investors include certain entities affiliated with members of our Board who will subscribe for an aggregate of 500,000 shares of Class A Common Stock in the PIPE Investment on the same terms and conditions as other PIPE Investors. These entities are also affiliates of our Sponsor. Immediately following the Business Combination and the PIPE Investment, our Sponsor and its affiliates are expected to collectively hold between approximately 10.2% and 13.6% of the New Senti Common Stock and corresponding voting power (assuming, at the low end of that range, that no redemptions from our Trust Account occur, and, at the high end of that range, that maximum redemptions from our Trust Account occur, and subject to all of the other assumptions set forth above in respect of the scenarios displayed in the table). |
(7) | The total number of shares of Class A Common Stock expected to be issued as Business Combination Consideration is 24,000,000 shares. Approximately 22,916,991 of these shares are expected to be issued at Closing to the Sellers, with the remaining shares being consideration paid for Senti options outstanding. |
(8) | The Sponsor’s equity interests following the Closing are expected to comprise, as at the date of this proxy statement/prospectus, 715,500 Private Placement Shares and 4,784,272 Founder Shares (being the 5,750,000 Founder Shares the Sponsor holds as at the date of this proxy statement/prospectus less |
(9) | Excluding the effect of any “potential additional sources of dilution,” as set forth in the table, which potential additional sources of dilution are subject to certain conditions being satisfied, as set forth in the section of this proxy statement/prospectus entitled “ Proposal 1: The Business Combination Proposal — Structure of the Business Combination |
(10) | Assumes that the Sellers receive Contingency Consideration of an aggregate of 2,000,000 shares of Class A Common Stock (which would be shares of New Senti Common Stock) following the Closing. The issuance of these shares is subject to certain conditions being satisfied, as set forth in the section of this proxy statement/prospectus entitled “ Proposal 1: The Business Combination Proposal — Structure of the Business Combination |
Q: |
When do you expect the Business Combination to be completed? |
A: |
It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for , 2022; however, the Special Meeting could be adjourned, as described herein. DYNS cannot assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of DYNS and Senti could result in the Business Combination being completed at a different time or not at all. DYNS must first obtain the approval of its stockholders for certain of the Proposals set forth in this proxy statement/prospectus. |
Q: |
What happens if the Business Combination is not consummated? |
A: |
If DYNS does not complete the Business Combination with Senti, for whatever reason, DYNS will search for another target business with which to complete a business combination. If DYNS does not complete the Business Combination with Senti or another business combination by May 28, 2023 (or such later date as may be approved by DYNS stockholders in an amendment to its Current Charter), DYNS must redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to DYNS to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. The Sponsor has waived any rights it may have with respect to any monies held in the Trust Account or any other asset of DYNS as a result of any liquidation of DYNS with respect to the Founder Shares and Private Placement Shares and, accordingly, in the event a business combination is not effected by DYNS in the required time period, the Founder Shares and Private Placement Shares held by the Sponsor would be worthless. |
Q: |
Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A: |
No, the Board did not obtain a third-party valuation or fairness opinion. Consequently, you have no assurance from an independent source that the price proposed to be paid for Senti is fair from a financial point of view. |
Q: |
Will any DYNS securities have registration rights following the consummation of the Business Combination? |
A: | Yes. Founder Shares, Private Placement Shares and shares of Class A Common Stock issued to PIPE Investors in connection with the PIPE Investment will have registration rights following the consummation of the Business Combination. For further information, please see the section of this proxy statement/prospectus entitled “ DYNS Management’s Discussion and Analysis of Financial Condition and Results of Operations – Commitments and Contingencies |
Q: |
Why is the Special Meeting a virtual, online meeting? |
A: |
As a part of our precautions regarding the COVID-19 pandemic, we have decided to hold the Special Meeting solely online. We believe that hosting a virtual meeting in the current environment will facilitate stockholder attendance and participation by enabling stockholders to participate from any location around the world and, in doing so, improve our ability to communicate more effectively with our stockholders. We have designed the virtual meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. |
Q: |
How do I attend a virtual meeting? |
A: |
We are pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel. As a registered stockholder, along with this proxy statement/prospectus, you received a proxy card from Continental, DYNS’s transfer agent, which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental at [(917) 262-2373], or email Continental at [proxy@continentalstock.com]. |
Q: |
How do I ask questions during the Virtual Special Meeting? |
A: |
Stockholders may submit questions during the Special Meeting using the [“Ask a Question”] field on the virtual meeting website. You will need to log in with your control number found on your proxy card to submit a question. Time has been allocated on the agenda to respond to questions submitted during the Special Meeting. Questions we do not answer during the Special Meeting will be answered in writing and posted on the Company’s website at https://www.dspc.bio. Please refer to the Special Meeting [Rules of Conduct and Procedures] for more information on how to ask questions. The [Rules of Conduct and Procedures] are available at and during the Special Meeting at . |
Q: |
Are there any other matters being presented to DYNS stockholders at the Special Meeting? |
Q: |
What will happen to DYNS’s securities upon consummation of the Business Combination? |
Q: |
Why is DYNS proposing the Business Combination? |
A |
DYNS was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. |
Q: |
Do I have redemption rights? |
A: |
If you are a DYNS stockholder holding Public Shares (a Public Stockholder), you have the right to demand that DYNS redeem your Public Shares for a pro rata portion of the cash held in the Trust Account. We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.” |
Q: |
How do I exercise my redemption rights? |
A: |
A Public Stockholder may exercise redemption rights regardless of whether they vote on the Business Combination Proposal or if they are a stockholder on the Record Date. If you are a Public Stockholder and wish to exercise your redemption rights, you must demand that DYNS redeem your Public Shares for cash and deliver your Public Shares to DYNS’s transfer agent, Continental, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30 th Floor, New York, New York 10004, Attn: Mark Zimkind, physically or electronically using mzimkind@continentalstock.com, at least two business days before the Special Meeting, or , 2022. Rather than delivering your Public Shares directly to Continental, you may also deliver your Public Shares either physically or electronically through DTC to Continental at least two business days before the Special Meeting. Any Public Stockholder seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $ , or approximately $ per share, as of the Record Date), including interest earned but less any owed but unpaid franchise and income taxes. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid franchise or income taxes on the funds in the Trust Account. |
Q: |
What is a Non-Redemption Agreement? |
A: |
In an effort to reduce the number of redemptions of Public Shares at Closing, Non-Redemption Agreements were entered into with the Anchor Investors. Pursuant to the Non-Redemption Agreements, the Anchor Investors agreed to, among other things, not redeem the Public Shares beneficially owned by them as at the date the Non-Redemption Agreements were signed, and to not, subject to certain exceptions, transfer such Public Shares. These commitments apply in respect of 8,109,337 Public Shares in the aggregate as at the date of filing of this proxy statement/prospectus. In connection with these commitments from the Anchor Investors, the Sponsor has agreed to forfeit 965,728 Founder Shares and DYNS agreed to cancel such Founder Shares and concurrently issue to such investors an equivalent number of shares of Class A Common Stock, in each case, at or promptly following Closing, thereby potentially increasing the Anchor Investors’ ownership interest in New Senti. The potential issuance of such shares of Class A Common Stock to the Anchor Investors is the only consideration which they will potentially receive in connection with their agreement not to redeem their Public Shares. The Anchor Investors are not affiliated with or otherwise interested in DYNS or the Sponsor (except in respect of their ownership of Public Shares). |
Q: |
Do I have appraisal rights if I object to the proposed Business Combination? |
A: |
No. DYNS stockholders do not have appraisal rights in connection with the proposed Business Combination under Delaware law. |
Q: |
What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights? |
A: |
Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are substantially reduced as a result of redemptions by Public Stockholders (however, the condition to the consummation of the Business Combination requiring that DYNS have at least $5,000,001 of net tangible assets may not be waived). Also, with fewer Public Shares and Public Stockholders, the trading markets for Class A Common Stock following the closing of the Business Combination (which will be New Senti Common Stock) may be less liquid than the market for Class A Common Stock was prior to the Business Combination and New Senti may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New Senti’s business will be reduced and New Senti may not be able to achieve its business plans. |
Q: |
How do the Sponsor and the officers and directors of DYNS intend to vote on the Proposals? |
A: |
The Sponsor, as well as DYNS’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 21.9% of the outstanding DYNS Common Stock as of the Record Date. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting. |
Q: |
What do I need to do now? |
A: |
DYNS urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder of DYNS. DYNS stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q: |
How do I vote? |
A: |
If you are a holder of record of DYNS Common Stock on the Record Date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee. |
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: |
No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. |
Q: |
May I change my vote after I have mailed my signed proxy card? |
A: |
Yes. DYNS stockholders may send a later-dated, signed proxy card to Continental at the address set forth above so that it is received prior to the vote at the Special Meeting or attend the Special Meeting virtually and vote. DYNS stockholders may also revoke their proxy by sending a notice of revocation to Continental, which must be received prior to the vote at the Special Meeting. |
Q: |
What happens if I fail to take any action with respect to the Special Meeting? |
A: |
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of Class A Common Stock (which will be New Senti Common Stock). As a corollary, failure to deliver (either physically or electronically) your stock certificate(s) to DYNS’s transfer agent, Continental, no later than two business days prior to the Special Meeting, means you will not have any right in connection with the Business Combination to exchange your Public Shares for a pro rata share of the funds held in the Trust Account. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder of DYNS. |
Q: |
What should I do with my share certificate(s)? |
A: |
Those Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the funds held in the Trust Account need not submit their certificate(s). Public Stockholders who exercise their redemption rights must deliver their share certificate(s) to Continental (either physically or electronically) or through DTC to Continental at least two business days before the Special Meeting, as described above. |
Q: |
What should I do if I receive more than one set of voting materials? |
A: |
DYNS stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your DYNS shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your DYNS shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your DYNS shares. |
Q: |
Who can help answer my questions? |
A: |
If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact: |
• | Each outstanding share of Senti common stock held by the Sellers immediately before the Effective Time will be cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to the Exchange Ratio (rounded down to the nearest whole share). |
• | Each outstanding share of Senti preferred stock held by the Sellers immediately before the Effective Time will be cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (A) the aggregate number of shares of Senti common stock that would be issued upon conversion of the shares of Senti preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (rounded down to the nearest whole share). |
• | Each outstanding Senti option held immediately before the Effective Time will be converted into an option to purchase a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Senti common stock subject to such option as at the time immediately before the Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent). |
• | if the Director Election Proposal is approved by DYNS stockholders, persons affiliated with Senti will control a majority of the governing body of New Senti; |
• | Senti’s operations prior to the Business Combination will comprise the ongoing operations of New Senti; and |
• | Senti’s existing senior management team will comprise the senior management team of the Combined Company. |
• | The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the shares of DYNS Common Stock cast in respect of that Proposal and entitled to vote thereon at the Special Meeting, voting as a single class. |
• | The approval of the Charter Amendment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock, voting separately, as well as the vote of the holders of a majority of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class. Accordingly, a DYNS stockholder’s failure to vote by proxy or in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal. |
• | The approval of each of the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Adjournment Proposal and each of the Advisory Charter Amendment Proposals will require the affirmative vote of the holders of a majority of the shares of DYNS Common Stock cast in respect of the relevant Proposal and entitled to vote thereon at the Special Meeting, voting as a single class. |
• | The Director Election Proposal will require a plurality vote of the shares of DYNS Class B Common Stock cast in respect of that Proposal and entitled to vote thereon at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor. |
• | check the box on the enclosed proxy card to elect redemption; |
• | provide, in the written request to redeem your Public Shares for cash to Continental, DYNS’s transfer agent, a “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) with any other stockholder with respect to shares of DYNS Common Stock; and |
• | prior to , 2022 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that DYNS redeem your Public Shares for cash to Continental at the following address: |
No redemptions (2) |
Maximum redemptions (3) |
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IPO underwriting fees (1) |
$ | 11,650,000 | $ | 11,650,000 | ||||
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IPO proceeds net of redemptions |
$ | 230,000,000 | $ | 81,093,370 | ||||
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Underwriting fees as a % of IPO proceeds net of redemptions (approx.) |
5.1 | % | 14.4 | % | ||||
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(1) | IPO underwriting fees expected to comprise (a) $4,600,000, which was paid at the time our Initial Public Offering was consummated, and (b) $7,050,000 of deferred underwriting fees (this amount having being reduced from $8,050,000 by $1,000,000 by agreement with J.P. Morgan on December 17, 2021). |
(2) | This scenario assumes that no Public Shares are redeemed. |
(3) | As at the date of this proxy statement/prospectus, there are 23,000,000 Public Shares issued and outstanding and 8,109,337 Public Shares subject to Non-Redemption Agreements. This scenario assumes that all 14,890,663 Public Shares that are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed, resulting in an aggregate payment of $148,906,630 out of the Trust Account (based on an assumed redemption price of $10.00 per share based on the Trust Account balance as at the Record Date). |
• | If the Business Combination with Senti or another business combination is not consummated by May 28, 2023 (or such later date as may be approved by DYNS’s stockholders), DYNS will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, (i) the 5,750,000 Founder Shares held by the Sponsor, which were acquired by the Sponsor for a purchase price of approximately $0.004 per share, or $25,000 in the aggregate, prior to the Initial Public Offering, and (ii) the 715,500 shares of Class A Common Stock purchased by the Sponsor for a purchase price of $10.00 per share, or $7,155,000 in the aggregate, in the Concurrent Private Placement, would be worthless because the holders are not entitled to participate in any redemption or distribution from the Trust Account with respect to such securities. Such securities had an aggregate market value of approximately $ million based upon the closing price of $ per share of Class A Common Stock on Nasdaq on the Record Date. |
• | The fact that, given the differential between the purchase price that the Sponsor paid for the Founder Shares (which will convert to shares of Class A Common Stock in connection with the Business Combination) and the price of the Public Shares sold in the Initial Public Offering, the Sponsor may earn a positive rate of return on its investment even if the Class A Common Stock (or New Senti Common Stock) trades below the price paid for the Public Shares in the Initial Public Offering (and, consequently, the Public Stockholders experience a negative rate of return following the completion of the Business Combination). Specifically, the Sponsor (and DYNS’s officers and directors who are members of the Sponsor, or whose affiliates are members of the Sponsor) has invested an aggregate of $7,180,000 in DYNS securities, comprising the $25,000 purchase price for 5,750,000 Founder Shares (which, upon consummation of the Business Combination, will be reduced to 4,784,272 Founder Shares upon the forfeiture by the Sponsor of 965,728 Founder Shares in connection with the |
Non-Redemption Agreements) and the $7,155,000 purchase price for 715,500 Private Placement Shares. Assuming a trading price of $ per share of New Senti Common Stock (based upon the closing price of $ per share of Class A Common Stock on Nasdaq on the Record Date), these 4,784,272 Founder Shares and 715,500 Private Placement Shares have an implied aggregate market value of $ . Accordingly, even if the trading price for shares of New Senti Common Stock following the Business Combination was as low as approximately $1.29 per share, the aggregate market value of the Founder Shares and Private Placement Shares (which would be shares of New Senti Common Stock) would be approximately equal to the initial investment in DYNS by the Sponsor (and DYNS’s officers and directors who are members of the Sponsor, or whose affiliates are members of the Sponsor). As a result, the Sponsor (and DYNS’s officers and directors who are members of the Sponsor, or whose affiliates are members of the Sponsor) are likely to be able to make a substantial profit on their investment in DYNS at a time when shares of New Senti Common Stock have lost significant value. On the other hand, and as noted in the bullet above, if DYNS does not complete a business combination by May 28, 2023 and liquidates, the Sponsor (and DYNS’s officers and directors who are members of the Sponsor, or whose affiliates are members of the Sponsor) will likely lose their entire investment in DYNS. These financial interests may mean that the Sponsor (and DYNS’s officers and directors who are members of the Sponsor, or whose affiliates are members of the Sponsor) may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow DYNS to wind up having failed to consummate a business combination and lose their entire investment. |
• | If DYNS is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by DYNS for services rendered or contracted for or products sold to DYNS. If, on the other hand, DYNS consummates a business combination, DYNS will be liable for all such claims. |
• | The Business Combination Agreement provides for the continued indemnification of DYNS’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering DYNS’s current directors and officers from and after the Effective Time for a period of six (6) years. |
• | The fact that two of DYNS’s current directors and officers are expected to be directors of New Senti and, as such, may in the future receive cash fees, stock options, stock awards or other remuneration that the New Senti Board determines to pay to them. |
• | None of DYNS’s officers or directors will be required to commit his or her full time to the affairs of New Senti and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, DYNS’s officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to New Senti as well as the other entities with which they are affiliated. DYNS’s officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | The Sponsor and DYNS’s other initial stockholders have agreed to waive their redemption rights with respect to any shares of DYNS Common Stock they may hold in connection with the Business Combination. Additionally, our initial stockholders have agreed to waive any right, title, interest or claim regarding any monies held in the Trust Account, or any other asset of DYNS, in respect of the Founder Shares and Private Placement Shares, as a result of any liquidation of DYNS (including if we fail to consummate our initial business combination within 24 months after the closing of the Initial Public Offering). If DYNS does not complete an initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares, and the Private Placement Shares purchased in the Concurrent Private Placement will expire worthless. The Private Placement Shares purchased in the |
Concurrent Private Placement held by DYNS’s initial stockholders had an aggregate market value of $ million based upon the closing price of $ per DYNS share on Nasdaq on the Record Date. In addition, effective as of the Closing, with certain limited exceptions, the lock-up arrangements described in the Investor Rights Agreement will prevent the transfer or assignment of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) in accordance with the terms thereof. These lock-up arrangements are further described in the section entitled “Proposal 1: The Business Combination Agreement – Related Agreements – Investor Rights Agreement |
• | DYNS’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to, or was the result of, any agreement with respect to the initial business combination, as is the case for the proposed Business Combination with Senti. |
• | The Sponsor and DYNS’s officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as DYNS may obtain loans from the Sponsor or an affiliate of the Sponsor or any of DYNS’s officers or directors to finance transaction costs in connection with an intended initial business combination. As of , 2022, no such loans are outstanding. |
• | The Sponsor and DYNS’s officers and directors may have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination Proposal is not approved. Such interests may have influenced their decision to approve and, in the case of the Board, recommend, the Business Combination with Senti. As of the date of filing of this proxy statement/prospectus, no reimburseable expenses are outstanding. |
• | The Sponsor, certain stockholders of DYNS, and certain stockholders of Senti will be party to the Investor Rights Agreement, which will come into effect at the Effective Time. See the section entitled “ Proposal 1: The Business Combination Agreement – Related Agreements – Investor Rights Agreement” |
• | We are a preclinical stage biotechnology company with a history of losses. We expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability. |
• | We will need substantial additional funds to advance development of product candidates and our gene circuit platform, and we cannot guarantee that we will have sufficient funds available in the future to develop and commercialize our current or potential future product candidates and technologies. |
• | We have identified a material weakness in our internal control over financial reporting. If our remediation of the material weakness is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock. |
• | Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations. |
• | If any of our current or potential future product candidates is ever tested in humans, it may not demonstrate the safety, purity and potency, or efficacy, necessary to become approvable or commercially viable. |
• | Our gene circuit platform technologies are based on novel technologies that are unproven and may not result in approvable or marketable products, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development and potential for regulatory approval. |
• | Although we intend to explore other therapeutic opportunities in addition to the product candidates we are currently pursuing, we may fail to identify viable new product candidates for clinical development, which could materially harm our business. |
• | Clinical development includes a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results. |
• | We rely on third parties to conduct our preclinical studies, and plan to rely on third parties to conduct clinical trials, and those third parties may not perform satisfactorily. If third parties on which we intend to rely to conduct certain preclinical and clinical studies do not perform as contractually required, fail to satisfy regulatory or legal requirements or miss expected deadlines, our development program could be delayed or unsuccessful, and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected, or at all. |
• | We may not be able to maintain our existing strategic partnerships and collaboration arrangements or enter into new strategic partnerships and collaborations for the development, manufacture and commercialization of product candidates based on our platform technology on terms that are acceptable to us, or at all. |
• | The manufacturing of our product candidates is complex. We may encounter difficulties in production. If we encounter any such difficulties, our ability to supply our product candidates for clinical trials or, if approved, for commercial sale, could be delayed or halted entirely. |
• | We face competition from companies that have developed or may develop product candidates for the treatment of the diseases that we may target, including companies developing novel therapies and platform technologies. If these companies develop platform technologies or product candidates more rapidly than we do, or if their platform technologies or product candidates are more effective or have fewer side effects, our ability to develop and successfully commercialize product candidates may be adversely affected. |
• | Our future success depends on our ability to retain key employees, directors, consultants and advisors and to attract, retain and motivate qualified personnel. |
• | We may experience difficulties in managing our growth and expanding our operations. We have limited experience in therapeutic development. As our current and potential future product candidates enter and advance through preclinical studies and any clinical trials, we will need to expand our development, regulatory and manufacturing capabilities or contract with other organizations to provide these capabilities for us. |
• | Our business, operations and clinical development plans and timelines could be adversely affected by the ongoing COVID-19 pandemic, including business interruptions, staffing shortages and supply chain issues arising from the pandemic on the manufacturing, clinical trial and other business activities performed by us or by third parties with whom we may conduct business, including our anticipated contract manufacturers, contract research organizations (“CROs”), suppliers, shippers and others. |
• | If we are unable to obtain or protect intellectual property rights related to our technology and current or future product candidates, or if our intellectual property rights are inadequate, our competitors could develop and commercialize products and technology similar or identical to ours, and we may not be able to compete effectively in our market or successfully commercialize any product candidates we may develop. |
• | We may be unable to obtain U.S. or foreign regulatory approval and, as a result, be unable to commercialize our current or potential future product candidates. |
• | Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm our business. |
• | We or the third parties upon whom we depend may be adversely affected by natural disasters, including earthquake, flood, fire, explosion, extreme weather conditions, or medical epidemics. |
• | DYNS will not have any right after the Closing to make damage claims against Senti or Senti’s stockholders for the breach of any representation, warranty or covenant made by Senti in the Business Combination Agreement. |
• | Subsequent to the Closing, New Senti may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. |
• | The Sponsor and DYNS’s officers and directors own DYNS Common Stock that will be worthless and may incur reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve and, in the case of the Board, recommend, the Business Combination with Senti. |
• | The exercise of DYNS’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of DYNS’s stockholders. |
• | If DYNS is unable to complete the Business Combination with Senti or another business combination by May 28, 2023 (or such later date as may be approved by DYNS’s stockholders), DYNS will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, third parties may bring claims against DYNS and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per Public Share. |
• | Neither the Board nor any committee thereof obtained a third-party financial opinion in determining whether or not to pursue the Business Combination. |
• | There is no guarantee that a Public Stockholder’s decision to continue to hold shares of Class A Common Stock following the Business Combination will put the stockholder in a better future economic position than if they decided to redeem their Public Shares for a pro rata portion of the Trust Account, and vice versa. |
• | The consummation of the Business Combination is conditioned on, among other things, there being at least $150,000,000 in cash available at Closing. DYNS has entered into Non-Redemption Agreements with the Anchor Investors to assist with satisfying this condition, however, the Anchor Investors’ commitments not to redeem or to transfer their shares of Class A Common Stock do not apply in circumstances where they are compelled to do so in connection with non-discretionary exchange-traded fund (“ETF”) or mutual fund pro rata rebalancing transfers. Despite the Non-Redemption Agreements, there is no guarantee that there will be $150,000,000 in cash available at Closing. As this condition is for Senti’s benefit, it is possible that Senti could waive it prior to Closing, although there is no guarantee that it would. If Senti did waive the condition in these circumstances, it is possible that New Senti would have insufficient capital to conduct and grow its business after Closing in the manner described in this proxy statement/prospectus. |
• | The listing of New Senti’s securities on Nasdaq will not benefit from the process undertaken in connection with an underwritten initial public offering. |
As of December 31, 2021 |
||||
Balance Sheet Data: |
||||
Cash |
$ | 889,323 | ||
Investments held in trust account |
$ | 230,008,784 | ||
Total assets |
$ | 231,456,663 | ||
Total liabilities |
$ | 10,332,181 | ||
Class A common stock subject to possible redemption 1 |
$ | 230,000,000 | ||
Total stockholders’ deficit |
$ | (8,875,518 | ) |
1 |
Does not reflect the effect of the Non-Redemption Agreements on potential redemptions from our Trust Account. |
For the Period From March 1, 2021 (Inception) Through December 31, 2021 |
||||
Statements of Operations Data: |
||||
Loss from operations |
$ | (3,865,872 | ) | |
Interest and dividend income on investments held in trust account |
8,784 | |||
|
|
|||
Net loss |
$ | (3,857,088 | ) | |
Basic and diluted weighted average shares outstanding, Class A common stock |
16,872,995 | |||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ | (0.17 | ) | |
|
|
|||
Basic and diluted weighted average shares outstanding, Class B common stock |
5,418,853 | |||
|
|
|||
Basic and diluted net loss per share, Class B common stock |
$ | (0.17 | ) | |
|
|
For the Period From March 1, 2021 (Inception) Through December 31, 2021 |
||||
Statement of Cash Flows Data: |
||||
Net cash used in operating activities |
$ | (1,142,247 | ) | |
Net cash used in investing activities |
$ | (230,000,000 | ) | |
Net cash provided by financing activities |
$ | 232,031,570 |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(in thousands, except share and per share data) |
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data: |
||||||||
Revenue: |
||||||||
Contract revenue |
$ | 2,291 | $ | 394 | ||||
Grant income |
470 | 172 | ||||||
|
|
|
|
|||||
Total revenue |
2,761 | 566 | ||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Research and development |
21,957 | 15,956 | ||||||
General and administrative |
21,250 | 9,304 | ||||||
|
|
|
|
|||||
Total operating expenses |
43,207 | 25,260 | ||||||
|
|
|
|
|||||
Loss from operations |
(40,446 | ) | (24,694 | ) | ||||
Other income (expense): |
||||||||
Interest income, net |
11 | 88 | ||||||
Change in fair value of convertible notes |
— | (720 | ) | |||||
Change in preferred stock tranche liability |
(14,742 | ) | 5,748 | |||||
Loss on impairment of fixed assets |
(22 | ) | (238 | ) | ||||
Other expense |
(120 | ) | (46 | ) | ||||
|
|
|
|
|||||
Total other income (expense), net |
(14,873 | ) | 4,832 | |||||
|
|
|
|
|||||
Net loss |
$ | (55,319 | ) | $ | (19,862 | ) | ||
|
|
|
|
|||||
Other comprehensive gain (loss): |
||||||||
Unrealized gain (loss) on investments |
— | (13 | ) | |||||
Comprehensive loss |
$ | (55,319 | ) | $ | (19,875 | ) | ||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | (3.72 | ) | $ | (1.43 | ) | ||
|
|
|
|
|||||
Weighted average shares outstanding, basic and diluted |
14,881,325 | 13,862,582 | ||||||
|
|
|
|
December 31, 2021 |
December 31, 2020 |
|||||||
Consolidated Balance Sheet Data: |
||||||||
Cash and cash equivalents |
$ | 56,034 | $ | 30,537 | ||||
Working capital |
45,650 | 26,843 | ||||||
Total assets |
96,702 | 48,345 | ||||||
Total liabilities |
36,326 | 17,396 | ||||||
Redeemable convertible preferred stock |
171,833 | 89,662 | ||||||
Total stockholders’ deficit |
(111,457 | ) | (58,713 | ) |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement/prospectus; |
• | the historical audited financial statements of DYNS as of December 31, 2021 and for the period from March 1, 2021 (inception) through December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; |
• | the historical audited consolidated financial statements of Senti as of and for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; and |
• | the sections entitled “ DYNS Management’s Discussion and Analysis of Financial Condition and Results of Operations , Senti Management’s Discussion and Analysis of Financial Condition and Results of Operation s |
• | Assuming No Redemptions (Scenario 1) |
• | Assuming Maximum Redemptions (Scenario 2): |
Unaudited Pro Forma |
||||||||
Year Ended December 31, 2021 |
||||||||
Scenario 1 (Assuming No Redemptions) |
Scenario 2 (Assuming Maximum Redemptions) |
|||||||
(in thousands) |
||||||||
Combined Statement of Operations data: |
||||||||
Revenue |
$ | 2,761 | $ | 2,761 | ||||
Loss from operations |
$ | (81,292 | ) | $ | (74,964 | ) | ||
Net loss |
$ | (91,080 | ) | $ | (84,752 | ) | ||
Basic and diluted net loss per share, Class A common stock |
$ | (1.55 | ) | $ | (1.94 | ) | ||
Basic and diluted weighted average shares outstanding, Class A common stock |
58,590,086 | 43,699,423 | ||||||
Unaudited Pro Forma |
||||||||
As of December 31, 2021 |
||||||||
Scenario 1 (Assuming No Redemptions) |
Scenario 2 (Assuming Maximum Redemptions) |
|||||||
(in thousands) |
||||||||
Combined Balance Sheet data: |
||||||||
Total assets |
$ | 370,984 | $ | 222,077 | ||||
Total liabilities |
$ | 34,897 | $ | 34,897 | ||||
Total stockholders’ equity |
$ | 336,087 | $ | 187,180 |
• | DYNS’s ability to complete the Business Combination or, if DYNS does not consummate such Business Combination, any other initial business combination; |
• | satisfaction or waiver (if applicable) of the conditions to the Business Combination Agreement; |
• | the occurrence of any other event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; |
• | the projected financial information, anticipated growth rate, and market opportunities of the Combined Company; |
• | the ability to obtain or maintain the listing of New Senti common stock on Nasdaq following the Business Combination; |
• | New Senti’s public securities’ potential liquidity and trading; |
• | New Senti’s ability to raise financing in the future; |
• | New Senti’s success in retaining or recruiting, or changes required in, officers, key employees or directors following the completion of the Business Combination; |
• | DYNS’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with DYNS’s business or in approving the Business Combination; |
• | the use of proceeds not held in the Trust Account or available to DYNS from interest income on the Trust Account balance; or |
• | factors relating to the business, operations and financial performance of Senti, including: |
• | the initiation, cost, timing, progress and results of research and development activities, preclinical studies or clinical trials with respect to Senti’s current and potential future product candidates; |
• | Senti’s ability to develop and advance its gene circuit platform technologies; |
• | Senti’s ability to identify product candidates using its gene circuit platform technologies; |
• | Senti’s ability to identify, develop and commercialize product candidates; |
• | Senti’s ability to advance its current and potential future product candidates into, and successfully complete, preclinical studies and clinical trials; |
• | Senti’s ability to obtain and maintain regulatory approval of its current and potential future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate; |
• | Senti’s ability to obtain funding for its operations; |
• | Senti’s ability to obtain and maintain intellectual property protection for its technologies and any of its product candidates; |
• | Senti’s ability to successfully commercialize its current and any potential future product candidates; |
• | the rate and degree of market acceptance of Senti’s current and any potential future product candidates; |
• | regulatory developments in the United States and international jurisdictions; |
• | potential liability lawsuits and penalties related to Senti’s technologies, product candidates and current and future relationships with third parties; |
• | Senti’s ability to attract and retain key scientific and management personnel; |
• | Senti’s ability to effectively manage the growth of its operations; |
• | Senti’s ability to contract with third-party suppliers and manufacturers and their ability to perform adequately under those arrangements; |
• | Senti’s ability to compete effectively with existing competitors and new market entrants; |
• | potential effects of extensive government regulation; |
• | Senti’s future financial performance and capital requirements; |
• | Senti’s ability to implement and maintain effective internal controls; |
• | the impact of supply chain disruptions; and |
• | the impact of the COVID-19 pandemic on Senti’s business, including its preclinical studies and potential future clinical trials. |
• | We are a preclinical stage biotechnology company with a history of losses. We expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability. |
• | We will need substantial additional funds to advance development of our product candidates and our gene circuit platform, and we cannot guarantee that we will have sufficient funds available in the future to develop and commercialize our current or potential future product candidates and technologies. |
• | We have identified a material weakness in our internal control over financial reporting. If our remediation of the material weakness is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect the value of our common stock. |
• | Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations. |
• | Our current product candidates are in preclinical development and have never been tested in humans. One or all of our current product candidates may fail in clinical development or suffer delays that materially and adversely affect their commercial viability. |
• | If any of our current or potential future product candidates is ever tested in humans, it may not demonstrate the safety, purity and potency, or efficacy, necessary to become approvable or commercially viable. |
• | Our gene circuit platform technologies are based on novel technologies that are unproven and may not result in approvable or marketable products, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development and potential for regulatory approval. |
• | Although we intend to explore other therapeutic opportunities in addition to the product candidates we are currently pursuing, we may fail to identify viable new product candidates for clinical development, which could materially harm our business. |
• | Clinical development includes a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results. |
• | We rely on third parties to conduct our preclinical studies, and plan to rely on third parties to conduct clinical trials, and those third parties may not perform satisfactorily. If third parties on which we intend to rely to conduct certain preclinical and clinical studies do not perform as contractually required, fail to satisfy regulatory or legal requirements or miss expected deadlines, our development program could be delayed or unsuccessful, and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected, or at all. |
• | We may not be able to maintain our existing strategic partnerships and collaboration arrangements or enter into new strategic partnerships and collaborations for the development, manufacture and commercialization of product candidates based on our platform technology on terms that are acceptable to us, or at all. |
• | The manufacturing of our product candidates is complex. We may encounter difficulties in production. If we encounter any such difficulties, our ability to supply our product candidates for clinical trials or, if approved, for commercial sale, could be delayed or halted entirely. |
• | We face competition from companies that have developed or may develop product candidates for the treatment of the diseases that we may target, including companies developing novel therapies and platform technologies. If these companies develop platform technologies or product candidates more rapidly than we do, or if their platform technologies or product candidates are more effective or have fewer side effects, our ability to develop and successfully commercialize product candidates may be adversely affected. |
• | Our future success depends on our ability to retain key employees, directors, consultants and advisors and to attract, retain and motivate qualified personnel. |
• | We may experience difficulties in managing our growth and expanding our operations. We have limited experience in therapeutic development. As our current and potential future product candidates enter and advance through preclinical studies and any clinical trials, we will need to expand our development, regulatory and manufacturing capabilities or contract with other organizations to provide these capabilities for us. |
• | Our business, operations and clinical development plans and timelines could be adversely affected by the ongoing COVID-19 pandemic, including business interruptions, staffing shortages and supply chain issues arising from the pandemic, on the manufacturing, clinical trial and other business activities performed by us or by third parties with whom we may conduct business, including our anticipated contract manufacturers, contract research organizations (CROs), suppliers, shippers and others. |
• | If we are unable to obtain or protect intellectual property rights related to our technology and current or future product candidates, or if our intellectual property rights are inadequate, our competitors could develop and commercialize products and technology similar or identical to ours, and we may not be able to compete effectively in our market or successfully commercialize any product candidates we may develop. |
• | We may be unable to obtain U.S. or foreign regulatory approval and, as a result, be unable to commercialize our current or potential future product candidates. |
• | Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm our business. |
• | We or the third parties upon whom we depend may be adversely affected by other natural disasters, including earthquake, flood, fire, explosion, extreme weather conditions, or medical epidemics. |
• | DYNS will not have any right after the Closing to make damage claims against Senti or Senti’s stockholders for the breach of any representation, warranty or covenant made by Senti in the Business Combination Agreement. |
• | Subsequent to the Closing, New Senti may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. |
• | The Sponsor and DYNS’s officers and directors own DYNS Common Stock that will be worthless and may incur reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve and, in the case of the Board, recommend, the Business Combination with Senti. |
• | The exercise of DYNS’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of DYNS’s stockholders. |
• | If DYNS is unable to complete the Business Combination with Senti or another business combination by May 28, 2023 (or such later date as may be approved by DYNS’s stockholders), DYNS will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, third parties may bring claims against DYNS and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per Public Share. |
• | Neither the Board nor any committee thereof obtained a third-party financial opinion in determining whether or not to pursue the Business Combination. |
• | There is no guarantee that a Public Stockholder’s decision whether to continue to hold shares of Class A Common Stock following the Business Combination will put the stockholder in a better future economic position than if they decided to redeem their Public Shares for a pro rata portion of the Trust Account, and vice versa. |
• | The consummation of the Business Combination is conditioned on, among other things, there being at least $150,000,000 in cash available at Closing. DYNS has entered into Non-Redemption Agreements with the Anchor Investors to assist with satisfying this condition, however, the Anchor Investors’ commitments not to redeem or to transfer their shares of Class A Common Stock do not apply in circumstances where they are compelled to do so in connection with non-discretionary ETF or mutual fund pro rata rebalancing transfers. Despite the Non-Redemption Agreements, there is not guarantee that there will be $150,000,000 in cash available at Closing. As this condition is for Senti’s benefit, it is possible that Senti could waive it prior to Closing, although there is no guarantee that it would. If Senti did waive the condition in these circumstances, it is possible that New Senti would have insufficient capital to conduct and grow its business after Closing in the manner described in this proxy statement/prospectus. |
• | The listing of New Senti’s securities on Nasdaq will not benefit from the process undertaken in connection with an underwritten initial public offering. |
• | continue to advance our gene circuit platform technologies; |
• | continue preclinical development of our current and future product candidates and initiate additional preclinical studies; |
• | commence clinical trials of our current and future product candidates; |
• | establish our manufacturing capability, including developing our contract development and manufacturing organization relationships and building our internal manufacturing facilities; |
• | acquire and license technologies aligned with our gene circuit platform technologies; |
• | seek regulatory approval of our current and future product candidates; |
• | expand our operational, financial, and management systems and increase personnel, including personnel to support our preclinical and clinical development, manufacturing and commercialization efforts; |
• | continue to develop, perfect, and defend our intellectual property portfolio; and |
• | incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company. |
• | the timing and progress of preclinical and clinical development of our current and potential future product candidates; |
• | the timing and progress of our development of our gene circuit platforms; |
• | the number and scope of preclinical and clinical programs we decide to pursue; |
• | the costs of building and operating our own dedicated Current Good Manufacturing Practice, or cGMP, and Current Good Tissue Practice, or cGTP facility to support clinical and commercial-scale production of multiple allogeneic NK cell product candidates, and the terms of any third-party manufacturing contract or biomanufacturing partnership we may enter into; |
• | our ability to maintain our current licenses and collaborations, conduct our research and development programs and establish new strategic partnerships and collaborations; |
• | the progress of the development efforts of our existing strategic partners and third parties with whom we may in the future enter into collaboration and research and development agreements; |
• | the costs involved in obtaining, maintaining, enforcing and defending patents and other intellectual property rights; |
• | the impact of the COVID-19 pandemic on our business; |
• | the cost and timing of regulatory approvals; and |
• | our efforts to enhance operational systems and hire additional personnel, including personnel to support development of our product candidates and satisfy our obligations as a public company. |
• | the scope, rate of progress, results and costs of platform development activities, preclinical studies, laboratory testing and clinical trials for our product candidates; |
• | the number and development requirements of product candidates that we may pursue, and other indications for our current product candidates that we may pursue; |
• | the costs, timing and outcome of regulatory review of our product candidates; |
• | the scope and costs of constructing and operating our planned cGMP and cGTP facility and any commercial manufacturing activities; |
• | the cost associated with commercializing any approved product candidates; |
• | the cost and timing of developing our ability to establish sales and marketing capabilities, if any; |
• | the cost and timing of maintaining and expanding the applications of our gene circuit platform technology; |
• | the costs of preparing, filing and prosecuting patent applications, maintaining, enforcing and protecting our intellectual property rights, defending intellectual property-related claims and obtaining licenses to third-party intellectual property; |
• | the timing and amount of any milestone and royalty payments we are required to make under our present or future license agreements; |
• | our ability to establish and maintain strategic partnerships and collaborations, including any biomanufacturing partnerships or collaborations involving the use of our platform technology, on favorable terms, if at all; and |
• | the extent to which we acquire or in-license other product candidates and technologies and associated intellectual property. |
• | negative or inconclusive results from our preclinical studies or clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical studies or clinical trials or abandon any or all of our programs; |
• | product-related side effects experienced by participants in our clinical trials or by individuals using therapeutics similar to our product candidates; |
• | delays in submitting IND applications or comparable foreign applications, or delays or failures to obtain the necessary approvals from regulatory authorities to commence a clinical trial, or a suspension or termination of a clinical trial once commenced; |
• | conditions imposed by the FDA or other regulatory authorities regarding the scope or design of our clinical trials; |
• | delays in enrolling research subjects in clinical trials; |
• | high drop-out rates of research subjects; |
• | inadequate supply or quality of product candidate components or materials or other supplies necessary for the conduct of our clinical trials; |
• | chemistry, manufacturing and control, or CMC, challenges associated with manufacturing and scaling up biologic product candidates to ensure consistent quality, stability, purity and potency among different batches used in clinical trials; |
• | greater-than-anticipated clinical trial costs; |
• | poor potency or effectiveness of our product candidates during clinical trials; |
• | unfavorable FDA or other regulatory authority inspection and review of a clinical trial or manufacturing site; |
• | delays as a result of the COVID-19 pandemic or events associated with the pandemic; |
• | failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all; |
• | delays and changes in regulatory requirements, policies and guidelines; or |
• | the FDA or other regulatory authorities interpreting our data differently than we do. |
• | the research methodology used may not be successful in identifying potential investigational therapies; |
• | competitors may develop alternatives that render our investigational therapies obsolete; |
• | investigational therapies we develop may nevertheless be covered by third parties’ patents or other exclusive rights; |
• | an investigational therapy may, on further study, be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory criteria; |
• | it may take greater human and financial resources than we will possess to identify additional therapeutic opportunities for our product candidates or to develop suitable potential product candidates through internal research programs, thereby limiting our ability to develop, diversify and expand our product portfolio; |
• | an investigational therapy may not be capable of being produced in clinical or commercial quantities at an acceptable cost, or at all; and |
• | an approved product may not be accepted as safe and effective by trial participants, the medical community or third-party payors. |
• | the timing of our receipt of any marketing and commercialization approvals; |
• | the terms of any approvals and the countries in which approvals are obtained; |
• | the safety and efficacy of our product candidates and gene circuit technologies in general; |
• | the prevalence and severity of any adverse side effects associated with our product candidates; |
• | limitations or warnings contained in any labeling approved by the FDA or other regulatory authority; |
• | relative convenience and ease of administration of our product candidates; |
• | the success of our physician education programs; |
• | the availability of coverage and adequate government and third-party payor reimbursement; |
• | the pricing of our products, particularly as compared to alternative treatments; and |
• | availability of alternative effective treatments for the disease indications our product candidates are intended to treat and the relative risks, benefits and costs of those treatments. |
• | regulatory authorities may withdraw their approval of the product or seize the product; |
• | we may be required to recall the product or change the way the product is administered to patients; |
• | additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof; |
• | we may be subject to fines, injunctions or the imposition of civil or criminal penalties; |
• | regulatory authorities may require the addition of labeling statements, such as a “black box” warning or a contraindication; |
• | we may be required to create a Medication Guide outlining the risks of such side effects for distribution to patients; |
• | we could be sued and held liable for harm caused to patients; |
• | the product may become less competitive; and |
• | our reputation may suffer. |
• | the severity of the disease under investigation; |
• | the patient eligibility criteria defined in the clinical trial protocol; |
• | the size of the patient population required for analysis of the trial’s primary endpoints; |
• | the proximity and availability of clinical trial sites for prospective patients; |
• | willingness of physicians to refer their patients to our clinical trials; |
• | our ability to recruit clinical trial investigators with the appropriate competencies and experience; |
• | clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating; |
• | our ability to obtain and maintain patient consents; |
• | the risk that patients enrolled in clinical trials will drop out of the trials before completion; and |
• | factors we may not be able to control, such as current or potential pandemics, including the ongoing COVID-19 pandemic, that may limit the availability of patients, principal investigators or staff or clinical sites to participate in our clinical trials. |
• | further discussions with the FDA or comparable foreign regulatory authorities regarding the scope or design of our clinical trials, including the endpoint measures required for regulatory approval and our statistical plan; |
• | the limited number of, and competition for, suitable study sites and investigators to conduct our clinical trials, many of which may already be engaged in other clinical trial programs with similar patients, including some that may be for the same indication as our product candidates; |
• | any delay or failure to obtain timely approval or agreement to commence a clinical trial in any of the countries where enrollment is planned; |
• | inability to obtain sufficient funds required for a clinical trial; |
• | clinical holds on, or other regulatory objections to, a new or ongoing clinical trial; |
• | delay or failure to manufacture sufficient quantities or inability to produce quantities of consistent quality, purity and potency of the product candidate for our clinical trials; |
• | delay or failure to reach agreement on acceptable clinical trial agreement terms or clinical trial protocols with prospective sites or CROs, the terms of which can be subject to extensive negotiation and may vary significantly among different sites or CROs; |
• | delay or failure to obtain institutional review board, or IRB, or ethics committee approval to conduct a clinical trial at a prospective site; |
• | the FDA or other comparable foreign regulatory authorities may require us to submit additional data or impose other requirements before permitting us to initiate a clinical trial; |
• | slower than expected rates of patient recruitment and enrollment; |
• | failure of patients to complete the clinical trial; |
• | the inability to enroll a sufficient number of patients in studies to ensure adequate statistical power to detect statistically significant treatment effects; |
• | unforeseen safety issues, including severe or unexpected drug-related adverse effects experienced by patients, including possible deaths; |
• | lack of efficacy or failure to measure a statistically significant clinical benefit within the dose range with an acceptable safety margin during clinical trials; |
• | termination of our clinical trials by one or more clinical trial sites; |
• | inability or unwillingness of patients or clinical investigators to follow our clinical trial protocols; |
• | inability to monitor patients adequately during or after treatment by us or our CROs; |
• | our CROs or clinical study sites failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, deviating from the protocol or dropping out of a study; |
• | inability to address any noncompliance with regulatory requirements or safety concerns that arise during the course of a clinical trial; |
• | the impact of, and delays related to, health epidemics such as the COVID-19 pandemic; |
• | the need to suspend, repeat or terminate clinical trials as a result of non-compliance with regulatory requirements, inconclusive or negative results or unforeseen complications in testing; and |
• | the suspension or termination of our clinical trials upon a breach or pursuant to the terms of any agreement with, or for any other reason by, any future strategic collaborator that have responsibility for the clinical development of any of our product candidates. |
• | electing to advance product candidates through preclinical and into clinical development; |
• | conducting clinical development and obtaining required regulatory approvals for product candidates; and |
• | commercializing any resulting products. |
• | shifts its priorities and resources away from our collaborations due to a change in business strategies, or a merger, acquisition, sale or downsizing of its company or business unit; |
• | ceases development in therapeutic areas which are the subject of our collaboration; |
• | fails to select a product candidate for advancement into preclinical development, clinical development, or subsequent clinical development into a marketed product; |
• | changes the success criteria for a particular product candidate, thereby delaying or ceasing development of such product candidate; |
• | significantly delays the initiation or conduct of certain activities which could delay our receipt of milestone payments tied to such activities, thereby impacting our ability to fund our own activities; |
• | develops a product candidate that competes, either directly or indirectly, with our product candidates; |
• | does not obtain the requisite regulatory approval of a product candidate; |
• | does not successfully commercialize a product candidate; |
• | encounters regulatory, resource or quality issues and be unable to meet demand requirements; |
• | exercises its rights under the agreement to terminate the collaboration, or otherwise withdraws support for, or otherwise impairs development under the collaboration; |
• | disagrees on the research, development or commercialization of a product candidate resulting in a delay in milestones, royalty payments or termination of research and development activities for such product candidate; and |
• | uses our proprietary information or intellectual property in such a way as to jeopardize our rights in such property. |
• | exposure to unknown liabilities; |
• | disruption of our business and diversion of our management’s time and attention in order to negotiate and manage a collaboration or develop acquired products, product candidates or technologies; |
• | incurrence of substantial debt or dilutive issuances of equity securities to pay transaction consideration or costs; |
• | higher-than-expected collaboration, acquisition or integration costs, write-downs of assets or goodwill or impairment charges, increased amortization expenses; |
• | difficulty and cost in facilitating the collaboration or combining the operations and personnel of any acquired business; |
• | impairment of relationships with key suppliers, manufacturers or customers of any acquired business due to changes in management and ownership; and |
• | the inability to retain key employees of any acquired business. |
• | an inability to initiate or continue clinical trials of product candidates under development; |
• | delay in submitting regulatory applications, or receiving regulatory approvals, for product candidates; |
• | loss of the cooperation of potential future collaborators; |
• | subjecting third-party manufacturing facilities or our potential future manufacturing facilities to additional inspections by regulatory authorities; |
• | requirements to cease distribution or to recall batches of product candidates; and |
• | in the event of approval to market and commercialize a product candidate, an inability to meet commercial demands for our products. |
• | multiple, conflicting and changing laws and regulations such as those relating to privacy, data protection and cybersecurity, tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses; |
• | failure by us to obtain and maintain regulatory approvals for the commercialization of our product candidates in various countries; |
• | rejection or qualification of foreign clinical trial data by the competent authorities of other countries; |
• | additional potentially relevant third-party patent rights; |
• | complexities and difficulties in obtaining, maintaining, protecting and enforcing our intellectual property rights; |
• | difficulties in staffing and managing foreign operations; |
• | complexities associated with managing multiple payor reimbursement regimes, government payors or patient self-pay systems; |
• | limits in our ability to penetrate international markets; |
• | financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations; |
• | natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease (including the COVID-19 pandemic), boycotts, curtailment of trade and other business restrictions; |
• | certain expenses including, among others, expenses for travel, translation and insurance; and |
• | regulatory and compliance risks that relate to anti-corruption compliance and record-keeping that may fall within the purview of the U.S. Foreign Corrupt Practices Act, its accounting provisions or its anti-bribery provisions or provisions of anti-corruption or anti-bribery laws in other countries. |
• | diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials; |
• | interruption or delays in the operations of the FDA or other regulatory authorities, which may impact review and approval timelines; |
• | limitations on employee resources that would otherwise be focused on the conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people; |
• | risk that participants enrolled in our clinical trials will acquire COVID-19 while the clinical trial is ongoing, which could impact the results of the clinical trial, including by increasing the number of observed adverse events; and |
• | refusal of the FDA or other regulatory authorities to accept data from clinical trials in these affected geographies. |
• | the scope of rights granted under the license agreement and other interpretation-related issues, including but not limited to our right to transfer or assign the license; |
• | whether and the extent to which our product candidates, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; |
• | our right to sublicense patents and other rights to third parties, including the terms and conditions therefor; |
• | our diligence obligations with respect to the development and commercialization of our product candidates that are covered by the license agreement, and what activities satisfy those diligence obligations; |
• | our right to transfer or assign the license; |
• | the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our collaborators; and |
• | the priority of invention of patented technology. |
• | result in costly litigation that may cause negative publicity; |
• | divert the time and attention of our technical personnel and management; |
• | cause development delays; |
• | prevent us from commercializing any of our product candidates until the asserted patent expires or is held finally invalid or not infringed in a court of law; |
• | require us to develop non-infringing technology, which may not be possible on a cost-effective basis; |
• | subject us to substantial damages for infringement, which we may have to pay if a court decides that the product candidate or technology at issue infringes on or violates the third party’s rights, and, if the court finds that the infringement was willful, we could be ordered to pay treble damages and the patent owner’s attorneys’ fees; or |
• | require us to enter into royalty or licensing agreements, which may not be available on commercially reasonable terms, or at all, or which might be non-exclusive, which could result in our competitors gaining access to the same technology. |
• | others may be able to create gene circuit technologies that are similar to our technologies or our product candidates, but that are not covered by the claims of any patents that we own, license or control; |
• | we or any strategic collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own, license or control; |
• | we or our licensors might not have been the first to file patent applications covering certain of our owned and in-licensed inventions; |
• | others may independently develop the same, similar, or alternative technologies without infringing, misappropriating or violating our owned or in-licensed intellectual property rights; |
• | it is possible that our owned or in-licensed pending patent applications will not lead to issued patents; |
• | issued patents that we own, in-license, or control may not provide us with any competitive advantages, or may be narrowed or held invalid or unenforceable, including as a result of legal challenges; |
• | our competitors might conduct research and development activities in the United States and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights, and may then use the information learned from such activities to develop competitive products for sale in our major commercial markets; |
• | we 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 application covering such trade secrets or know-how; and |
• | the patents of others may have an adverse effect on our business. |
• | the FDA or other regulatory authorities requiring us to submit additional data or imposing other requirements before permitting us to initiate a clinical trial; |
• | obtaining regulatory approval to commence a clinical trial; |
• | reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical trial sites; |
• | obtaining IRB or ethics committee approval at each clinical trial site; |
• | recruiting suitable patients to participate in a clinical trial; |
• | having patients complete a clinical trial or return for post-treatment follow-up; |
• | clinical trial sites deviating from trial protocol or dropping out of a trial; |
• | the FDA placing the clinical trial on hold; |
• | subjects failing to enroll or remain in our trial at the rate we expect; |
• | subjects choosing an alternative treatment for the indication for which we are developing or other product candidates, or participating in competing clinical trials; |
• | lack of adequate funding to continue the clinical trial; |
• | subjects experiencing severe or unexpected drug-related adverse events; |
• | any changes to our manufacturing process that may be necessary or desired; |
• | adding new clinical trial sites; |
• | manufacturing sufficient quantities of our product candidates for use in clinical trials. |
• | additional foreign regulatory requirements; |
• | foreign exchange fluctuations; |
• | compliance with foreign manufacturing, customs, shipment and storage requirements; |
• | cultural differences in medical practice and clinical research; and |
• | diminished protection of intellectual property in some countries. |
• | restrictions on the marketing or manufacturing of the product candidate, withdrawal of the product candidate from the market or voluntary or mandatory product recalls; |
• | fines, warning letters, untitled letters or holds on clinical trials; |
• | refusal by the FDA to approve pending applications or supplements to approved applications filed by us or our strategic collaborators; |
• | suspension or revocation of product approvals; |
• | suspension of any ongoing clinical trials; |
• | product seizure or detention or refusal to permit the import or export of products; and |
• | injunctions or the imposition of civil or criminal penalties or monetary fines. |
• | an annual, nondeductible fee on any entity that manufactures or imports certain specified branded prescription drugs and biologic agents apportioned among these entities according to their market share in some government healthcare programs; |
• | an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program to 23.1% and 13% of the average manufacturer price for most branded and generic drugs, respectively, and capped the total rebate amount for innovator drugs at 100% of the Average Manufacturer Price, or AMP; |
• | a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for certain drugs and biologics that are inhaled, infused, instilled, implanted or injected; |
• | extension of manufacturers’ Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations; |
• | expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to additional individuals and by adding new mandatory eligibility categories for individuals with income at or below 133% of the federal poverty level, thereby potentially increasing manufacturers’ Medicaid rebate liability; |
• | a new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 50% (and 70% as of January 1, 2019) point-of-sale |
• | expansion of the entities eligible for discounts under the Public Health program; |
• | a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research; |
• | establishment of a Center for Medicare Innovation at the Centers for Medicare & Medicaid Services, or “CMS,” to test innovative payment and service delivery models to lower Medicare and Medicaid spending; and |
• | implementation of the federal physician payment transparency requirements, sometimes referred to as the “Physician Payments Sunshine Act.” |
• | On August 2, 2011, the Budget Control Act of 2011 among other things, included aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect on April 1, 2013 and will remain in effect through 2030. |
• | On January 2, 2013, the American Taxpayer Relief Act of 2012 among other things, reduced Medicare payments to several providers, including hospitals and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. |
• | On April 13, 2017, CMS published a final rule that gives states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which may have the effect of relaxing the essential health benefits required under the ACA for plans sold through such marketplaces. |
• | On May 30, 2018, the Right to Try Act, was signed into law. The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation for FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA permission under the FDA expanded access program. There is no obligation for a pharmaceutical manufacturer to make its drug products available to eligible patients as a result of the Right to Try Act. |
• | On May 23, 2019, CMS published a final rule to allow Medicare Advantage Plans the option of using step therapy for Part B drugs beginning January 1, 2020. |
• | On December 20, 2019, former President Trump signed into law the Further Consolidated Appropriations Act (H.R. 1865), which repealed the Cadillac tax, the health insurance provider tax, and the medical device excise tax. It is impossible to determine whether similar taxes could be instated in the future. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, a person or entity from knowingly and willfully soliciting, offering, paying, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease order, arranging for or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, by a federal healthcare program, such as Medicare or Medicaid. 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; |
• | federal civil and criminal false claims laws, including the federal False Claims Act, which provides for civil whistleblower or qui tam actions, and civil monetary penalties laws, that impose penalties against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items and services resulting from a referral made in violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act; |
• | HIPAA, which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services. 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, or “HITECH,” and its implementing regulations, including the Final Omnibus Rule published in January 2013, which impose obligations on certain covered entity healthcare providers, health plans and healthcare clearinghouses as well as their business associates and their subcontractors 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, and require notification to affected individuals and regulatory authorities of certain breaches of security 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 federal false statements statute, which prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; |
• | the federal physician payment transparency requirements, sometimes referred to as the “Sunshine Act” under the Affordable Care Act, require certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report to the CMS information related to transfers of value made to physicians (currently defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests of such physicians and their immediate family members. Effective January 1, 2022, these reporting obligations extend to include payments and transfers of value, made during the previous year to certain non-physician providers, including physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, anesthesiologist assistants and certified nurse midwives; and |
• | analogous local, state and foreign laws and regulations, such as state anti-kickback and false claims laws that may apply to healthcare items or services reimbursed by third party payors, including private insurers. Local, state and foreign transparency laws that require manufacturers to report information related to payments and transfers of value to other healthcare providers and healthcare entities, marketing expenditures, or drug pricing; state laws that require pharmaceutical companies to register certain employees engaged in marketing activities in the location and comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. |
• | variations in the level of expense related to the ongoing development of our product candidates or future development programs; |
• | results of preclinical studies and clinical trials, or the addition or termination of preclinical studies and clinical trials or funding support by us or potential future collaborators; |
• | our execution of any collaboration, licensing or similar arrangements, and the timing of payments we may make or receive under potential future arrangements or the termination or modification of any of our existing or potential future collaboration, licensing or similar arrangements; |
• | any intellectual property infringement, misappropriation or violation lawsuit or opposition, interference or cancellation proceeding in which we may become involved; |
• | additions and departures of key personnel; |
• | strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; |
• | if any of our product candidates receives regulatory approval, the terms of such approval and market acceptance and demand for such product candidates; |
• | regulatory developments affecting our product candidates or those of our competitors; and |
• | changes in general market and economic conditions. |
• | New Senti’s ability to advance its current or potential future product candidates into the clinic; |
• | results of preclinical studies for New Senti’s current or potential future product candidates, or those of its competitors or potential future collaborators; |
• | the impact of the ongoing COVID-19 pandemic on New Senti’s business; |
• | regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to New Senti’s future products; |
• | New Senti’s ability to successfully construct and operate its planned cGMP and cGTP facility; |
• | the success of competitive products or technologies; |
• | introductions and announcements of new products by New Senti, its future commercialization collaborators, or its competitors, and the timing of these introductions or announcements; |
• | actions taken by regulatory authorities with respect to New Senti future products, clinical trials, manufacturing process or sales and marketing terms; |
• | actual or anticipated variations in New Senti’s financial results or those of companies that are perceived to be similar to New Senti; |
• | the success of New Senti efforts to acquire or in-license additional technologies, products or product candidates; |
• | developments concerning any future collaborations, including, but not limited to, those with any sources of manufacturing supply and future commercialization collaborators; |
• | market conditions in the pharmaceutical and biotechnology sectors; |
• | announcements by New Senti or its competitors of significant acquisitions, strategic alliances, joint ventures or capital commitments; |
• | developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and New Senti’s ability to obtain patent protection for its products; |
• | New Senti’s ability or inability to raise additional capital and the terms on which it is raised; |
• | the recruitment or departure of key personnel; |
• | changes in the structure of healthcare payment systems; |
• | actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding New Senti common stock, other comparable companies or the industry generally; |
• | New Senti’s failure or the failure of its competitors to meet analysts’ projections or guidance that New Senti or its competitors may give to the market; |
• | fluctuations in the valuation of companies perceived by investors to be comparable to New Senti; |
• | announcement and expectation of additional financing efforts; |
• | speculation in the press or investment community; |
• | trading volume of New Senti common stock; |
• | sales of New Senti common stock by New Senti or its stockholders; |
• | the concentrated ownership of New Senti common stock; |
• | changes in accounting principles; |
• | terrorist acts, acts of war or periods of widespread civil unrest; |
• | natural disasters, public health crises and other calamities; and |
• | general economic, industry and market conditions. |
• | DYNS’ existing stockholders’ proportionate ownership interest in New Senti will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding share of common stock may be diminished; and |
• | the market price of New Senti’s shares of common stock may decline. |
• | authorize “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock; |
• | create a classified board of directors whose members serve staggered three-year terms; |
• | specify that special meetings of our stockholders can be called only by our board of directors; |
• | prohibit stockholder action by written consent; |
• | establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors; |
• | specify that no stockholder is permitted to cumulate votes at any election of directors; |
• | expressly authorize our board of directors to make, alter, amend or repeal our amended and restated bylaws; and |
• | require supermajority votes of the holders of our common stock to amend specified provisions of our amended and restated certificate of incorporation and amended and restated bylaws. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our operating results; |
• | success of competitors; |
• | our operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning New Senti or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to New Senti; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving New Senti; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares available for public sale; |
• | any major change in our board of directors or management; |
• | sales of substantial amounts of securities by our directors, executive officers or significant stockholders or the perception that such sales could occur; |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and |
• | other developments affecting the biotechnology industry. |
• | the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement; |
• | negative reactions from the financial markets, including declines in the price of our Class A Common Stock due to the fact that current prices reflect a market assumption that the Business Combination will be completed; |
• | the attention of our management will have been divereted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination; and |
• | we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential altnerative partners to an initial business combination if we are unable to complete the Business Combination. |
• | the book-building process undertaken by underwriters, which helps to inform efficient price discovery with respect to opening trades of newly listed securities; |
• | underwriter support to help stabilize, maintain or affect the public price of the securities immediately after listing; and |
• | underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered, or for statements made by its securities analysts or other personnel. |
• | The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the shares of DYNS Common Stock cast in respect of that Proposal and entitled to vote thereon at the Special Meeting, voting as a single class. |
• | The approval of each of the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal and each of the Advisory Charter Amendment Proposals will require the affirmative vote of the holders of a majority of the shares of DYNS Common Stock cast in respect of the relevant Proposal and entitled to vote thereon at the Special Meeting, voting as a single class. |
• | The approval of the Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock, voting separately as well as the vote of a majority of the issued and outstanding shares of each of the Class A Common Stock and Class B Common Stock, voting together as a single class. Accordingly, a DYNS stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal. |
• | The Director Election Proposal will require a plurality vote of the shares of DYNS Class B Common Stock cast in respect of that Proposal and entitled to vote thereon at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor. |
• | vote “FOR” the Business Combination Proposal; |
• | vote “FOR” the Charter Amendment Proposal; |
• | vote “FOR” each of the Advisory Charter Amendment Proposals; |
• | vote “FOR” the Nasdaq Stock Issuance Proposal; |
• | vote “FOR” the Director Election Proposal; |
• | vote “FOR” the Incentive Plan Proposal; |
• | vote “FOR” the ESPP Proposal; and |
• | vote “FOR” the Adjournment Proposal, if it is presented to the meeting. |
• | You Can Vote By Signing and Returning the Enclosed Proxy Card |
• | You Can Attend the Special Meeting and Vote Through the Internet |
• | submit a new proxy card bearing a later date; |
• | give written notice of your revocation to DYNS’s Secretary, which notice must be received by DYNS’s Secretary prior to the vote at the Special Meeting; or |
• | vote electronically at the Special Meeting by visiting |
• | check the box on the enclosed proxy card to elect redemption; |
• | provide, in the written request to redeem your Public Shares for cash to Continental, a “Stockholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of DYNS Common Stock; and |
• | prior to , 2022 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that DYNS redeem your Public Shares for cash to Continental, DYNS’s transfer agent, at the following address: |
• | deliver your Public Shares either physically or electronically through DTC to Continental at least two business days before the Special Meeting. Public Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is DYNS’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, DYNS does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in “street” name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed. |
No redemptions (2) |
Maximum redemptions (3) |
|||||||
IPO underwriting fees (1) |
$ | 11,650,000 | $ | 11,650,000 | ||||
IPO proceeds net of redemptions |
$ | 230,000,000 | $ | 81,093,370 | ||||
Underwriting fees as a % of IPO proceeds net of redemptions (approx.) |
5.1 | % | 14.4 | % |
(1) | IPO underwriting fees expected to comprise (a) $4,600,000, which was paid at the time our Initial Public Offering was consummated, and (b) $7,050,000 of deferred underwriting fees (this amount having being reduced from $8,050,000 by $1,000,000 by agreement with J.P. Morgan on December 17, 2021). |
(2) | This scenario assumes that no Public Shares are redeemed. |
(3) | As at the date of this proxy statement/prospectus, there are 23,000,000 Public Shares issued and outstanding and 8,109,337 Public Shares subject to Non-Redemption Agreements. This scenario assumes that all 14,890,663 Public Shares that are not subject to Non-Redemption Agreements as at the date of this proxy statement/prospectus are redeemed, resulting in an aggregate payment of $148,906,630 out of the Trust Account (based on an assumed redemption price of $10.00 per share based on the Trust Account balance as at the Record Date). |
• | the corporate headquarters and principal executive offices of New Senti will be located at First Floor, 2 Corporate Drive, South San Francisco, CA 94080; and |
• | Class A Common Stock is expected to be traded on Nasdaq under the symbol “SNTB”. |
a. | developed an initial list of over 70 potential business combination candidates (and subsequently several others), which were primarily identified through DYNS’s general industry knowledge and network and introductions from DYNS’s directors, advisors or contacts; |
b. | conducted at least one meeting with 25 potential business combination candidates; |
c. | conducted additional diligence on a subset of those 25 candidates, and entered into customary confidentiality and non-disclosure agreements with 11 potential business combination candidates; and |
d. | engaged in meaningful and detailed discussions, due diligence, and negotiations with four potential business combination candidates and their representatives, one of which was Senti. |
1. | have a large target market with favorable trends; |
2. | have a compelling risk/reward proposition; |
3. | have deep sector expertise in order to convert innovation into commercial success; |
4. | are grounded in breakthrough science (i.e. have competitive positioning); |
5. | have potential market leading product candidates that could address an unmet medical need and provide significant benefits to patients; |
6. | have multiple assets with the ability to diversify risk and successfully navigate an economic downturn, and changes in the industry landscape, social sustainability trends and evolving regulatory environment; |
7. | have an IPO-ready management team; and |
8. | have an experienced investor base comprised of companies that have been funded by experienced life sciences investors, including venture capitalists, private equity investors, healthcare companies and other institutional investors who have also provided strategic inputs to the company. |
1. | a review and evaluation of certain financial and operating information of each business combination target; |
2. | scientific and technological analyses with assessment of product development, commercial, clinical, regulatory and reimbursement success factors of each business combination target; |
3. | review of market factors such as size (total addressable market), growth opportunity, competition, and development trends of each business combination target; |
4. | commercial review of each business combination target, including, where relevant, interviews with key opinion leaders, customers, competitors and industry experts; |
5. | financial evaluation including analysis of historical results and modeling of various scenarios; and |
6. | review and evaluation of operations including research and development (“R&D”), manufacturing, sales, and distribution. |
1. | lack of competitive positioning based upon scientific and technological analyses performed by DYNS; |
2. | lack of public company readiness based upon a review and evaluation of operations including financials, R&D, manufacturing, sales, and distribution; |
3. | questions about financial projections and commercial uptake; |
4. | concerns about valuation and risk of over-paying; and |
5. | mutual decisions to pursue potential alternative transactions. |
• | an equity value of Senti equal to $300 million, payable solely in the form of shares of DYNS Class A Common Stock; |
• | financing consisting of (i) $230,0000,000 of equity capital from DYNS’s trust account and (ii) a PIPE financing of between $100,000,000 and $125,000,000; |
• | certain conditions to the consummation of the business combination, including stockholder approval and other customary matters, including the receipt of all applicable stock exchange clearances and, solely in respect of Senti’s obligations to consummate the business combination, a minimum cash condition of up to $200,000,000 (before giving effect to any transaction expenses); |
• | approximately $350,000,000 of cash being made available to the combined company for use as working capital and for general corporate purposes, including the payment of transactions expenses (assuming no redemptions by Public Stockholders and a PIPE financing of $120,000,000); |
• | a board of directors of the combined company consisting of (i) four directors designated by Senti (one of which will be the chief executive officer of Senti), (ii) two directors designated by the Sponsor and (iii) one director mutually agreed by Senti and DYNS; |
• | a 180-day lock-up for shares issued in connection with the business combination to existing Senti stockholders; |
• | the lock-up applicable to Founder Shares and Private Placement Shares held by the Sponsor described in the prospectus for our Initial Public Offering would continue to apply; |
• | any filing, registration or similar fees would be borne 50% by Senti and 50% by DYNS; |
• | a customary post-closing incentive equity plan with an initial number of shares reserved and an “evergreen” provision that are customary for recent initial public offerings of companies in Senti’s industry; and |
• | a 45-day period of exclusivity in respect of Senti during which the parties would continue diligence and engage in negotiations to determine agreement on the terms of a definitive agreement (subject to a 30-day extension if the parties mutually determine that satisfactory progress has been made in the negotiation of the definitive agreements). |
• | an equity value of Senti equal to $300,000,000 (before accounting for the benefit of the earnout available to existing Senti stockholders), payable solely in the form of shares of DYNS Class A Common Stock; |
• | financing consisting of (i) $230,0000,000 of equity capital from DYNS’s trust account, (ii) a PIPE financing of between $100,000,000 and $125,000,000 and (iii) non-redemption agreements from the funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management) and T. Rowe; |
• | an earnout to Senti’s existing stockholders of 2,000,000 additional shares to vest in two equal tranches of 1,000,000 shares upon the achievement of certain share price milestones within a period of two and three years, respectively with respect to each tranche, following the closing or earlier upon a change of control in which the share price milestone is achieved, which number of shares and vesting parameters were determined by the parties with the advice of their respective financial advisors; |
• | certain conditions to the consummation of the business combination, including stockholder approval and other customary matters, including the receipt of all applicable stock exchange clearances and, solely in respect of Senti’s obligations to consummate the business combination, a minimum cash condition of at least $200,000,000 (before giving effect to any transaction expenses); |
• | approximately $350,000,000 of cash being made available to the Combined Company for use as working capital and for general corporate purposes, including the payment of transactions expenses (assuming no redemptions by Public Stockholders and a PIPE financing of $120,000,000); |
• | a board of directors of the Combined Company consisting of (i) four directors designated by Senti (one of which will be the chief executive officer of Senti), (ii) two directors designated by our sponsor and (iii) one director mutually agreed by Senti and DYNS; |
• | a 180-day lock-up for shares issued in connection with the business combination to existing Senti stockholders; |
• | the lock-up applicable to Founder Shares and Private Placement Shares held by our Sponsor described in the prospectus for our Initial Public Offering would continue to apply; |
• | any filing, registration or similar fees would be borne 50% by Senti and 50% by DYNS; |
• | a post-closing incentive equity plan with an initial number of shares reserved for issuance of 21% of the outstanding capital stock of the combined company, of which 15% out of such 21% reserved for issuance would be granted at consummation of the business combination in the form of stock options, and a customary “evergreen” provision, and a post-closing employee stock purchase plan with an initial number of shares reserved for issuance of between 1% and 2% of the outstanding capital stock of the combined company and a customary “evergreen” provision; and |
• | a mutual exclusivity period of 30 days, with a 30-day extension if Senti and DYNS mutually agreed that the Anchor Investors have indicated a satisfactory level of support for the proposed business combination. |
• | the Sponsor, namely (a) preexisting arm’s length commercial relationships between certain individuals affiliated with the Sponsor (and/or entities affiliated with them) and certain PIPE Investors (including Anchor Investors), and (b) the fact that certain privately held entities affiliated with certain of DYNS’s officers and directors will participate in the PIPE Investment as PIPE Investors and subscribe for an aggregate of 500,000 shares of Class A Common Stock, and such officers and directors are also affiliated with the Sponsor; |
• | Senti, due to the fact that such investors are current Senti stockholders, and some of them currently have the right to appoint directors to Senti’s board; and |
• | DYNS, on account of (a) such investors’ existing shareholdings, and (b) the fact that such investors have relationships with certain of DYNS’s officers and directors. |
• | an equity value of Senti equal to $240,000,000 (before accounting for the benefit of the earnout available to existing Senti stockholders), payable solely in the form of shares of DYNS Class A Common Stock; |
• | financing consisting of (i) $230,0000,000 of equity capital from DYNS’s trust account, (ii) a PIPE financing of $75,000,000 and (iii) non-redemption agreements from each of the funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), T. Rowe, ARK and Invus pursuant to which such Anchor Investors would receive additional Class A Common Stock equal to 11.111% of the number of Class A Common Stock held by such anchor investor subject to such non-redemption agreement; |
• | forfeiture by the Sponsor of a number of Founder Shares in an amount equal to the shares to be issued to the Anchor Investors in connection with the foregoing non-redemption agreements; |
• | an earnout to Senti’s existing stockholders of 2,000,000 additional shares to vest in two equal tranches of 1,000,000 shares upon the achievement of certain share price milestones within a period of two and three years, respectively with respect to each tranche, following the closing or earlier upon a change of control in which the share price milestone is achieved, which number of shares and vesting parameters were determined by the parties with the advice of their respective financial advisors; |
• | certain conditions to the consummation of the business combination, including stockholder approval and other customary matters, including the receipt of all applicable stock exchange clearances and, solely in respect of Senti’s obligations to consummate the business combination, a minimum cash condition of at least $150,000,000 (before giving effect to any transaction expenses); |
• | approximately $328,000,000 of cash being made available to the Combined Company (including Senti’s projected $50 million cash balance as of December 31, 2021) for use as working capital and for general corporate purposes, including the payment of transactions expenses (assuming no redemptions by Public Stockholders and a PIPE financing of $75,000,000); |
• | a board of directors of the combined company consisting of (i) four directors designated by Senti (one of which will be the chief executive officer of Senti), (ii) two directors designated by our Sponsor and (iii) one director mutually agreed by Senti and DYNS; |
• | a 180-day lock-up for shares issued in connection with the business combination to existing Senti stockholders; |
• | the lock-up applicable to Founder Shares and Private Placement Shares held by our sponsor described in the prospectus for our IPO would continue to apply; |
• | any filing, registration or similar fees would be borne 50% by Senti and 50% by DYNS; |
• | a post-closing incentive equity plan with an initial number of shares reserved for issuance of 22% of the outstanding capital stock of the combined company, of which 15% out of such 21% reserved for issuance would be granted at consummation of the business combination in the form of stock options, and a customary “evergreen” provision, and a post-closing employee stock purchase plan with an initial number of shares reserved for issuance of between 1% and 2% of the outstanding capital stock of the combined company and a customary “evergreen” provision; and |
• | a mutual exclusivity period of 30 days following the execution of the A&R LOI. |
• | Caribou Biosciences, Inc. (clinical stage) |
• | Century Therapeutics, Inc. (pre-clinical stage) |
• | Lyell Immunopharma, Inc. (pre-clinical stage) |
• | Nkarta, Inc. (clinical stage) |
• | Poseida Therapeutics, Inc. (clinical stage) |
• | Sana Biotechnology, Inc. (pre-clinical stage) |
• | Firm value ranging from $0.2 to $3.2 billion. |
• | Market capitalization ranging from $0.4 to $3.7 billion. |
• | Pioneering innovation in the field of gene circuit technology. |
• | Anticipated FDA filings. SENTI-202 and SENTI-301, each of which is discussed in further detail in the section entitled “Information About Senti.” |
• | Collaborations with Spark and BlueRock. Information about Senti – Material License and Collaboration Agreements |
• | Potential to address an area of high unmet medical need. |
• | Diversified risk profile from multimodality approach. |
• | Development of the commercial potential of product candidates, if approved. |
Senti is in a strong position to build a focused and efficient medical affairs and commercial organization and to commercialize its product candidates, if approved (including by the FDA), in the United States and international markets. |
• | Experienced and dedicated management team. |
• | Backed by top-tier healthcare investors. |
• | Financial analysis conducted by DYNS. pre-money valuations, step-ups in valuation at the time of the initial public offering from the prior equity financing round and whether the company was in the pre-clinical or clinical phase, among other things. |
• | Technical and Clinical Risk |
• | FDA Approval |
• | Manufacturing |
• | Commercialization |
• | Reimbursement |
• | Exclusivity |
• | Other risks Risk Factors, |
• | each outstanding share of Senti common stock will be cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to the Exchange Ratio (rounded down to the nearest whole share); |
• | each outstanding share of Senti preferred stock will be cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (i) the aggregate number of shares of Senti common stock that would be issued upon conversion of the shares of Senti preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole share); and |
• | each outstanding option (whether vested or unvested) to purchase Senti stock will be converted into an option to purchase a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Senti common stock subject to such option as at the time immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent). |
• | each applicable waiting period (and any extensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) or consent under the HSR Act shall have expired, been terminated or obtained (or deemed, by applicable law, to have been obtained), as applicable; |
• | no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination Agreement (including the Closing) being in effect; |
• | this registration statement/proxy statement becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to this registration statement/proxy statement, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; |
• | the approval of the Business Combination Agreement, the ancillary transaction documents and the transactions contemplated thereby (including the Business Combination) by the requisite vote of Senti’s stockholders in accordance with the DGCL and Senti’s governing documents; |
• | the approval of the Business Combination Agreement, the ancillary transaction documents and the transactions contemplated thereby (including the Business Combination) by DYNS as sole stockholder of Merger Sub; |
• | the approval of the Business Combination Agreement, the ancillary documents and the transactions contemplated thereby, and each of the other Proposals being submitted to a vote of DYNS’s stockholders pursuant to this proxy statement/prospectus, in each case by the requisite vote of DYNS’s stockholders in accordance with the DGCL and DYNS’s governing documents (the “DYNS Stockholder Approval”); |
• | DYNS’s initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement being approved and, immediately following the Effective Time, DYNS satisfying any applicable initial and continuing listing requirements of Nasdaq, and DYNS not having received any notice of non-compliance in connection therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Class A Common Stock (including the shares of Class A Common Stock to be issued in connection with the Business Combination) having been approved for listing on Nasdaq; and |
• | after giving effect to the transactions contemplated by the Business Combination Agreement (including any DYNS stockholder redemption and the PIPE Investment), DYNS having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time. |
• | the Company Fundamental Representations (other than the representations and warranties set forth in Section 3.2(a) and Section 3.9(a)) in the Business Combination Agreement shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2(a) shall be true and correct in all respects (except for de minimis de minimis |
• | Senti having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | since the date of the Business Combination Agreement, no Senti Material Adverse Effect having occurred that is continuing; and |
• | at or prior to the Closing, DYNS having received a certificate duly executed by an authorized officer of Senti, dated as of the Closing Date, to the effect that the conditions specified Section 6.2(a), Section 6.2(b) and Section 6.2(c) of the Business Combination Agreement are satisfied, in a form and substance reasonably satisfactory to DYNS. |
• | (i) the DYNS Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) of the Business Combination Agreement shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “DYNS Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “DYNS Material Adverse Effect” or any |
similar limitation set forth therein) as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects (except for de minimis de minimis |
• | the DYNS Parties having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement at or prior to the Closing; |
• | there being at least $150,000,000 in Available Closing Cash (as defined in the Business Combination Agreement); |
• | since the date of the Business Combination Agreement, no DYNS Material Adverse Effect having occurred that is continuing; and |
• | at or prior to the Closing, DYNS shall have delivered, or caused to be delivered, to the Company a certificate duly executed by an authorized officer of DYNS, dated as of the Closing Date, to the effect that the conditions specified in Section 6.3(a) and Section 6.3(b) of the Business Combination Agreement are satisfied, in a form and substance reasonably satisfactory to the Company. |
• | organization and qualification; |
• | organizational documents and other agreements among the stockholders of Senti; |
• | capitalization, and the existence of any obligations to make payments upon a change of control of Senti; |
• | authority of Senti to, among other things, enter into the Business Combination Agreement and consummate the transactions contemplated thereby; |
• | Senti’s subsidiaries; |
• | financial statements; |
• | the absence of undisclosed liabilities; |
• | consents, approvals and permits; |
• | material contracts; |
• | absence of material changes or of a Senti Material Adverse Effect since January 1, 2021; |
• | litigation; |
• | compliance with applicable law; |
• | employee benefit plans; |
• | labor matters |
• | environmental matters; |
• | intellectual property; |
• | data privacy and security; |
• | insurance matters; |
• | tax matters; |
• | real and personal property; |
• | broker fees payable in connection with the Business Combination; |
• | transactions with affiliates; |
• | compliance with international trade and anti-corruption laws; |
• | information supplied; |
• | regulatory compliance and investigation; |
• | PPP loans; and |
• | various matters pertaining to compliance by Senti with healthcare and drug regulatory requirements. |
• | organization and qualification; |
• | consents and approvals; |
• | information supplied; |
• | authority of each DYNS Party to, among other things, enter into the Business Combination Agreement and consummate the transactions contemplated thereby; |
• | broker fees payable in connection with the Business Combination; |
• | capitalization of DYNS and Merger Sub; |
• | indebtedness of DYNS; |
• | timely making of all past SEC filings by DYNS, compliance of such filings with all applicable legal requirements, and such filings not containing any untrue statements of material fact or omitting to state any material fact; |
• | the balance of funds in Trust Account, the investment of such funds, the existence of agreements giving any person any right to any such funds, and compliance with the trust agreement relating to such Trust Account; |
• | transactions with affiliates; |
• | litigation; |
• | compliance with applicable law; |
• | the absence of any activities by Merger Sub other than those related to the entry into the Business Combination Agreement or in connection with the transactions contemplated thereby; |
• | internal controls over financial reporting and other financial disclosure compliance requirements; |
• | compliance with Nasdaq listing requirements applicable to its shares of common stock; |
• | financial statements; |
• | the absence of undisclosed liabilities; |
• | employee matters; |
• | tax matters; and |
• | regulatory compliance and investigation. |
• | Subject to certain exceptions or as consented to in writing by DYNS (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Closing, Senti shall, and shall cause its subsidiaries to, operate its business in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization, assets, properties and material business relations. |
• | Subject to certain exceptions, prior to the Closing, Senti shall not do, and cause its subsidiaries not to do, any of the following without DYNS’s consent (such consent not to be unreasonably withheld, conditioned or delayed except in the case of the first or fifteenth sub-bullets below): |
• | declare, set a record date for, set aside, make or pay any dividends or distribution or payment in respect of, or repurchase, any equity securities of Senti; |
• | merge, consolidate, combine or amalgamate with any person or purchase or otherwise acquire any corporation, partnership, limited liability company, joint venture, association, or other business entity or organization or division thereof; |
• | adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any equity securities of Senti or issue any other security in respect of, in lieu of or in substitution for Senti’s equity securities; |
• | adopt any amendments, supplements, restatements or modifications to Senti’s governing documents, the Senti Support Agreement, the Senti right of first refusal and co-sale agreement and the Senti investor rights agreement; |
• | sell, assign, transfer, convey, abandon, lease, license, allow to lapse or expire or otherwise dispose of any material assets or properties (including the Leased Real Property but excluding Intellectual Property Rights, as defined in the Business Combination Agreement), other than obsolete assets or properties or in the ordinary course of business; or create, subject to or incur any lien (other than certain permitted liens) in respect of any material assets or properties (including the Leased Real Property but excluding Intellectual Property Rights, as defined in the Business Combination Agreement); |
• | other than grants to current and new employees, officers and directors pursuant to an existing Senti equity plan in the ordinary course and consistent with past practice, transfer, issue, deliver, sell, pledge, grant or otherwise directly or indirectly dispose of, or subject to a lien, any equity securities of Senti or any equity securities of Senti’s subsidiaries, as applicable, or any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating Senti to transfer, issue, deliver, sell, pledge, grant or otherwise directly or indirectly dispose of, or subject to a lien, any equity securities of Senti or any equity securities of Senti’s subsidiaries, as applicable; |
• | incur, create, assume or otherwise become liable for (whether directly, contingently or otherwise), or guarantee for the benefit of another person, any indebtedness in excess of $500,000 (other than equipment financing and trade payables incurred in the ordinary course of business), individually or in the aggregate; |
• | enter into, amend, modify, waive any material benefit or right under, novate, assign, assume or terminate or rescind any material contract (excluding any expiration or automatic extension or renewal of any such material contract pursuant to its terms or entering into additional work orders pursuant to, and in accordance with the terms of, any material contract); |
• | make any loans, advances or capital contributions of money or other property to, or guarantees for the benefit of, or any investments in, any person, in excess of $250,000, individually or in the aggregate, other than the reimbursement of expenses of employees in the ordinary course of business, and prepayments and deposits to suppliers of Senti and its subsidiaries in the ordinary course of business; |
• | except as required under the terms of any employee benefit plan, (i) amend or modify in any material respect, adopt, enter into, materially alter the prior interpretation of, waive any material benefit or right under or terminate or rescind any material employee benefit plan or any benefit or compensation plan, policy, program of contract that would be an employee benefit plan if in effect as of the date of the Business Combination Agreement, (ii) increase or agree to increase the |
compensation, bonus or other benefits payable, or pay or agree to pay any bonus to, to any current or former Key Employee or Contingent Worker (as defined in the Business Combination Agreement), other than, in each case, individual annual and merit-based raises of up to three percent (3%) in the salary or wages of any such Key Employee or Contingent Worker and bonus payments made in the ordinary course of business and consistent with past practice, as applicable, (iii) take any action to accelerate any payment, right to payment or benefit, or the vesting or funding of any payment, right to payment or benefit, payable or to become payable to any current or former Key Employee or Contingent Worker, (iv) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former Key Employee, (v) pay or agree to pay any severance or change in control pay or benefits, or otherwise increase the severance or change in control pay or benefits of, any current or former executive director, manager, officer or employee, or (vi) hire or terminate (other than for cause) or furlough the employment of Key Employee (or person who would be a Key Employee, were they hired by Senti or any of its subsidiaries), or terminate any group of employees if such group termination would trigger the U.S. Worker Adjustment and Retraining Notification Act of 1988; |
• | make, change or revoke any material tax election or material tax accounting method, file any material tax return in a manner inconsistent with past practices, amend any material tax return, enter into any agreement with a governmental entity with respect to a material amount of taxes, settle or compromise any claim or assessment by a governmental entity in respect of any material amount of taxes, surrender any right to claim a refund of a material amount of taxes, or consent to any extension or waiver of the statutory period of limitation applicable to any material tax claim or assessment or enter into any tax sharing or similar agreement (other than any agreement entered into in the ordinary course of business, the primary purpose of which does not relate to taxes); |
• | authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction; |
• | change Senti’s methods of accounting, other than changes that are made in accordance with Public Company Accounting Oversight Board (“PCAOB”) standards; |
• | enter into any contract providing for the payment of any broker, finder, investment banker or other person under which such person is or will be entitled to any broker fee, finder’s fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | enter into any contract or other arrangement that materially restricts Senti or its affiliates’ ability to engage or compete in any material line of business or enter into a new material line of business; |
• | make any capital expenditure that in the aggregate exceeds $1,000,000, other than any capital expenditure (or series of related capital expenditures) consistent with the capital expenditures budget set forth in Section 5.1(b)(xviii) of the Company Disclosure Schedules in the Business Combination Agreement; |
• | voluntarily fail to maintain in full force and effect material insurance policies covering Senti and its affiliates and their respective properties, assets and businesses in a form and amount consistent with past practice; |
• | enter into any transaction or amend in any material respect any existing contract with any Company Related Party, as defined in the Business Combination Agreement, excluding, to the extent permitted under Section 5.1(b)(x) of the Business Combination Agreement, ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses; |
• | make any change of control payment that is not disclosed to DYNS on the Senti disclosure schedules; |
• | sell, assign, transfer, convey, abandon, lease, license, allow to lapse or expire, or otherwise dispose of, fail to take any action necessary to maintain, enforce or protect, or create or incur any lien (other than certain permitted liens) on, any intellectual property rights, except granting non-exclusive licenses pursuant to clinical trial agreements or supply agreements in which clinical trials or supply services are being performed for Senti or any of its subsidiaries, in each case, that are entered into by Senti or any of its subsidiaries in the ordinary course of business and where the grant of rights to use any intellectual property rights are incidental, and not material to, any performance under each such agreement; or |
• | enter into any contract to take, or cause to be taken, any of the actions set forth in the foregoing. |
• | As promptly as reasonably practicable (and in any event within forty eight (48) hours) following the time at which the registration statement of which the proxy statement/prospectus forms a part is declared effective under the Securities Act, Senti is required to obtain and deliver to DYNS a true and correct copy of a written consent (in form and substance reasonably satisfactory to DYNS) approving the Business Combination Agreement, the ancillary documents to which Senti is or will be a party and the transactions contemplated by the Business Combination Agreement (including the Business Combination), duly executed by the Senti stockholders that hold at least the requisite number of issued and outstanding shares of Senti’s stock to approve and adopt such matters in accordance with the DGCL and Senti’s governing documents (the “Senti Stockholder Written Consent”), and through its board of directors, will recommend to the Senti stockholders, the approval and adoption of the Business Combination Agreement, the ancillary documents to which Senti is or will be a party and the transactions contemplated thereby (including the Business Combination). |
• | Subject to certain exceptions, at or prior to the Closing, Senti will purchase and maintain in effect for a period of six years after the Effective Time, without lapses in coverage, a “tail” policy or policies providing liability insurance coverage for Senti’s directors and officers with respect to any acts, errors or omissions occurring on or prior to the Effective Time. |
• | Prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, Senti shall not, and shall cause its respective representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Senti Acquisition Proposal; (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Senti Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a Senti Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any equity securities of Senti (or any affiliate or successor of Senti); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any person to do or seek to do any of the foregoing. A “Senti Acquisition Proposal” means any transaction or series of related transactions under which any person(s), directly or indirectly, acquires or otherwise purchases Senti or all or substantially all of the assets or business of Senti and its subsidiaries, or any material equity or similar investment in Senti or any of its subsidiaries, in each case excluding the Business Combination Agreement, the ancillary documents and the transactions contemplated thereby. |
• | Subject to certain exceptions or as consented to in writing by Senti (such consent not to be unreasonably withheld, conditioned or delayed if such matter is in furtherance of the transactions |
contemplated by the Business Combination Agreement or any ancillary document), prior to the Closing, DYNS will not, and will cause its subsidiaries not to, do any of the following: |
• | seek an approval from the Pre-Closing DYNS stockholders, or otherwise adopt any amendments, supplements, restatements or modifications to the DYNS trust agreement or the governing documents of any DYNS Party or any of their subsidiaries; |
• | declare, set aside, make or pay any dividends on or make any other distribution or payment in respect of, any equity securities of DYNS or any of its subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any issued and outstanding equity securities of DYNS or any of its subsidiaries, as applicable; |
• | split, combine or reclassify any of its capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock; |
• | incur, create, guarantee or assume (whether directly, contingently or otherwise) any indebtedness except for indebtedness for borrowed money in an amount not to exceed $1,000,000 in the aggregate; |
• | make any loans or advances to, or capital contributions in, any other person, other than to, or in, DYNS or any of its subsidiaries; |
• | issue any equity securities of DYNS or any of its subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to equity securities of the foregoing of DYNS or any of its subsidiaries; |
• | enter into, renew, modify or revise any DYNS related party transaction (or any contract or agreement that if entered into prior to the execution and delivery of the Business Combination Agreement would be a DYNS related party transaction), other than the entry into any contract with a DYNS related party with respect to the incurrence of indebtedness permitted by Section 5.10(d) of the Business Combination Agreement; |
• | engage in any activities or business, or incur any material liabilities, other than with respect to any activities, businesses or liabilities permitted or contemplated by, or liabilities incurred in connection with, the Business Combination Agreement or any ancillary document thereto, or in connection with or incidental or related to DYNS’s continuing corporate (or similar) existence or it being (or continuing to be) a public company listed on Nasdaq, or which are administrative or ministerial in nature and not material; |
• | authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving DYNS or its subsidiaries; |
• | enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finder’s fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | make, change or revoke any material tax election or material tax accounting method, file any material tax return in a manner inconsistent with past practice, amend any material tax return, enter into any agreement with a governmental entity with respect to a material amount of taxes, settle or compromise any claim or assessment by a governmental entity in respect of any material amount of taxes, surrender any right to claim a refund a material amount of taxes, consent to any extension or waiver of the statutory period of limitation applicable to any tax claim or assessment, or enter into any tax sharing or similar agreement (other than any agreement entered into in the ordinary course of business, the primary purpose of which does not relate to taxes); |
• | waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not limited to, any pending or threatened proceeding; |
• | make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices except changes that are made (i) in accordance with PCAOB |
standards, or (ii) as required by any Securities Law or any Order, directive, guideline, recommendation, statement, comment or guidance issued, passed, approved, published, promulgated or released by, the SEC, following reasonable prior consultation with the Senti; |
• | make or permit to be made any distribution of amounts held in Trust Account (other than interest income earned on the funds held therein as permitted by its trust agreement); |
• | create any new subsidiary (other than Merger Sub); or |
• | enter into any contract to take, or cause to be taken, any of the actions set forth in the foregoing. |
• | DYNS shall use its reasonable best efforts to cause: (i) the Class A Common Stock issuable in accordance with the Business Combination Agreement to be approved for listing on Nasdaq; (ii) DYNS to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (iii) the trading symbol under which the Class A Common Stock is listed for trading on Nasdaq to be changed to “SNTB” and have the Class A Common Stock listed for trading with such trading symbol. |
• | Prior to the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, DYNS will approve and adopt the Incentive Plan, and DYNS will reserve a number of shares of Class A Common Stock equal to the percentage of the aggregate number of shares of Class A Common Stock issued and outstanding immediately after the Closing for grant thereunder. |
• | Subject to certain exceptions, at or prior to the Closing, DYNS will purchase and maintain in effect for a period of six years after the Effective Time, without lapses in coverage, a “tail” policy providing liability insurance coverage for DYNS’s directors and officers with respect to any acts, errors or omissions occurring on or prior to the Effective Time. |
• | Prior to the Closing or termination of the Business Combination Agreement in accordance with its terms, the DYNS Parties shall not, and each of them shall direct their representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a DYNS Acquisition Proposal; (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a DYNS Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a DYNS Acquisition Proposal; (iv) other than in connection with the Business Combination Agreement, the ancillary documents or the transactions contemplated hereby or thereby, prepare or take any steps in connection with an offering of any securities of any DYNS Party (or any affiliate or successor of any DYNS Party); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing. DYNS agrees to (A) notify Senti promptly upon any DYNS Party obtaining any DYNS Acquisition Proposal, and to describe the terms and conditions of any such DYNS Acquisition Proposal in reasonable detail (including the identity of any Person making such DYNS Acquisition Proposal), and (B) keep Senti reasonably informed on a reasonably current basis of any modifications to such offer or information. An “DYNS Acquisition Proposal” means any transaction or series of related transactions under which DYNS or any of its controlled affiliates, directly or indirectly, acquires or otherwise purchases any other person(s), engages in a business combination with any other person(s), or acquires or otherwise purchases at least a majority of the voting securities of such person or all or substantially all of the assets or businesses of any other person(s), in each case excluding the Business Combination Agreement, the ancillary documents and the transactions contemplated thereby. |
• | At the Closing, DYNS shall (i) cause the documents, certificates and notices required pursuant to the trust agreement pertaining to Trust Account to be so delivered to the trustee of such account and (ii) make all appropriate arrangements to cause such trustee to (A) pay as and when due all amounts payable to any Public Stockholders who elect to redeem their Public Shares, (B) pay any amounts due to the underwriters of the Initial Public Offering for their deferred underwriting commissions as set forth in such trust agreement and (C) immediately thereafter, pay all remaining amounts then available |
in the Trust Account to DYNS in accordance with such trust agreement. After compliance with the foregoing, Trust Account shall terminate. |
• | Unless otherwise approved in writing by Senti, DYNS shall not (other than changes that are solely ministerial) permit any amendment or modification to be made to, permit any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). Subject to the immediately preceding sentence and in the event that all conditions in the Subscription Agreements have been satisfied, DYNS shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms described therein. Without limiting the generality of the foregoing, DYNS shall give the Company prompt written notice (a) of any requested amendment to any Subscription Agreement, (b) of any breach or default, to the knowledge of DYNS, by any party to any Subscription Agreement, (c) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, or to the knowledge of DYNS, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement, and (d) if DYNS does not expect to receive all or any portion of the applicable purchase price under any Investor’s Subscription Agreement in accordance with its terms. |
• | using reasonable best efforts to consummate the Business Combination, including to obtain all consents of governmental entities as may be required to consummate the Business Combination, and making appropriate filings pursuant to the HSR Act and take other actions to cause the expiration or termination of any applicable waiting periods under the HSR Act; |
• | notify the other party in writing promptly after learning of any stockholder demands or other stockholder proceedings relating to the Business Combination Agreement, any ancillary document or any matters relating thereto and reasonably cooperate with one another in connection therewith; |
• | keeping certain information confidential in accordance with the existing non-disclosure agreements between DYNS and Senti, and providing each other with reasonable access to each other’s directors, officers, books and records (subject to certain customary restrictions); |
• | obtaining each other’s consent prior to making relevant public announcements regarding the Business Combination, subject to certain exceptions; and |
• | using reasonable best efforts to cause the Business Combination to constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the Code. |
• | by the mutual written consent of DYNS and Senti; |
• | by DYNS, if any of the representations or warranties made by Senti in the Business Combination Agreement are not true and correct or if Senti fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of DYNS, as described above in the section entitled “— Conditions to Closing of the Business Combination Other Conditions to the Obligations of the DYNS Parties Conditions to Closing of the Business Combination Other Conditions to the Obligations of Senti |
• | by Senti, if any of the representations or warranties made by the DYNS Parties in the Business Combination Agreement are not true and correct or if any DYNS Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of Senti, as described above in the section entitled “— Conditions to Closing of the Business Combination Other Conditions to the Obligations of Senti Conditions to Closing of the Business Combination Other Conditions to the Obligations of the DYNS Parties |
• | by either DYNS or Senti, if the transactions contemplated by the Business Combination Agreement (including the Closing) are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; |
• | by either DYNS or Senti, if: |
• | any governmental entity issues an order or takes any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action becomes final and nonappealable; |
• | the Special Meeting has been held (including any adjournment or postponement thereof), has concluded, DYNS’s stockholders have duly voted and the DYNS Stockholder Approval was not obtained; and |
• | by DYNS, if Senti does not deliver the Senti Stockholder Written Consent when required under the Business Combination Agreement. |
• | banks, insurance companies, and certain other financial institutions; |
• | regulated investment companies and real estate investment trusts; |
• | brokers, dealers or traders in securities, commodities or currencies; |
• | traders in securities that elect to mark to market; |
• | tax-exempt organizations or governmental organizations; |
• | persons subject to the alternative minimum tax; |
• | U.S. expatriates and former citizens or long-term residents of the United States; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to Class A Common Stock, as the case may be, being taken into account in an applicable financial statement; |
• | holders holding Senti Capital Stock or Class A Common Stock as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction; |
• | controlled foreign corporations, passive foreign investment companies, or foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); |
• | persons that actually or constructively own 5% or more by vote or value of the outstanding shares of Senti or DYNS; |
• | S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein); |
• | U.S. Holders having a “functional currency” other than the U.S. dollar; |
• | persons who hold or received Senti Capital Stock or Class A Common Stock, as the case may be, pursuant to the exercise of any employee stock option, tax-qualified retirement plan or otherwise as compensation; and |
• | “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of (1) the United States or (2) any state thereof or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. |
• | a non-resident alien individual; |
• | a foreign corporation; or |
• | a foreign estate or trust. |
• | the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); |
• | the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or |
• | Class A Common Stock constitutes a U.S. real property interest (“USRPI”) by reason of DYNS’s status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes, and certain other conditions are met. |
• | if the Director Election Proposal is approved by DYNS stockholders, persons affiliated with Senti will control a majority of the governing body of New Senti; |
• | Senti’s existing senior management team will comprise the senior management team of the Combined Company; and |
• | Senti’s operations prior to the Business Combination will comprise the ongoing operations of New Senti. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical audited financial statements of DYNS as of December 31, 2021 and for the period from March 1, 2021 (inception) through December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; |
• | the historical audited consolidated financial statements of Senti as of and for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; and |
• | the sections entitled “ DYNS Management’s Discussion and Analysis of Financial Condition and Results of Operations Senti Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | Assuming No Redemptions (Scenario 1) |
• | Assuming Maximum Redemptions (Scenario 2) Non-Redemption Agreements) from the 23,000,000 Public Shares issued and outstanding as at the Record Date. After a redemption of approximately $148.9 million out of the $230.0 million Trust Account, and the $66.8 million PIPE Investment, the available cash at Closing would be approximately $147.9 million, which would be just under the condition in the Business Combination Agreement that there be at least $150.0 million in available Closing cash. As this condition is for Senti’s benefit, this Scenario assumes Senti will waive it prior to Closing, however there is no guarantee that it would and, if it did not, the Business Combination would not be consummated. When considering this maximum redemptions scenario, you should consider that the Anchor Investors’ commitments under the Non-Redemption Agreements not to redeem or to transfer their shares of Class A Common Stock do not apply in circumstances where they are compelled to do so in connection with non-discretionary ETF or mutual fund pro rata rebalancing transfers. If one or more Anchor Investors was compelled to transfer shares of Class A Common Stock for this reason, it is possible that more than 14,890,663 Public Shares could be redeemed and that there may be less than approximately $147.9 million in cash |
available at Closing. The redemption of more than 14,890,663 Public Shares would change some of the figures presented in the maximum redemption scenario in the unaudited pro forma financial data. |
Historical |
Historical |
Scenario 1 Assuming No Redemptions for Cash |
Scenario 2 Assuming Maximum Redemptions for Cash |
|||||||||||||||||||||||||||||
5(A) DYNS |
5(B) Senti |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
|||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 889 | $ | 56,034 | $ | 230,009 | 5(a) | $ | 331,762 | (148,907 | ) | 5(h) | $ | 182,855 | ||||||||||||||||||
(7,050 | ) | 5(b) | ||||||||||||||||||||||||||||||
(3,283 | ) | 5(c) | ||||||||||||||||||||||||||||||
(4,295 | ) | 5(d) | ||||||||||||||||||||||||||||||
(4,670 | ) | 5(e) | ||||||||||||||||||||||||||||||
66,800 | 5(f) | |||||||||||||||||||||||||||||||
(2,672 | ) | 5(f) | ||||||||||||||||||||||||||||||
Trade and other receivables |
— | 483 | 483 | 483 | ||||||||||||||||||||||||||||
Prepaid expenses and other current assets |
408 | 3,676 | (408 | ) | 5(c) | 2,230 | 2,230 | |||||||||||||||||||||||||
(1,446 | ) | 5(e) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
1,297 | 60,193 | 272,985 | 334,475 | (148,907 | ) | 185,568 | |||||||||||||||||||||||||
Restricted cash |
— | 3,257 | 3,257 | — | 3,257 | |||||||||||||||||||||||||||
Investments held in Trust Account |
230,009 | — | (230,009 | ) | 5(a) | — | — | |||||||||||||||||||||||||
Property and equipment, net |
— | 12,368 | 12,368 | — | 12,368 | |||||||||||||||||||||||||||
Operating lease right-of-use |
— | 20,708 | 20,708 | — | 20,708 | |||||||||||||||||||||||||||
Other long term assets |
151 | 176 | (151 | ) | 5(c) | 176 | — | 176 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 231,457 | $ | 96,702 | $ | 42,825 | $ | 370,984 | $ | (148,907 | ) | $ | 222,077 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Liabilities, redeemable convertible preferred stock and stockholders’ deficit |
||||||||||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||||||||||
Accounts payable |
40 | 5,187 | (40 | ) | 5(c) | 5,038 | 5,038 | |||||||||||||||||||||||||
(149 | ) | 5(e) | ||||||||||||||||||||||||||||||
Early exercise liability, current portion |
— | 626 | 626 | 626 | ||||||||||||||||||||||||||||
Deferred revenue |
— | 1,656 | 1,656 | 1,656 | ||||||||||||||||||||||||||||
Accrued expenses and other current liabilities |
3,079 | 5,331 | (3,079 | ) | 5(c) | 4,051 | 4,051 | |||||||||||||||||||||||||
(1,280 | ) | 5(e) | ||||||||||||||||||||||||||||||
Franchise tax payable |
164 | — | (164 | ) | 5(c) | — | — | |||||||||||||||||||||||||
Operating lease liabilities |
— | 1,743 | 1,743 | 1,743 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current liabilities |
3,283 | 14,543 | (4,712 | ) | 13,114 | — | 13,114 | |||||||||||||||||||||||||
Operating lease liabilities, net of current portion |
— | 20,988 | 20,988 | 20,988 | ||||||||||||||||||||||||||||
Deferred underwriting fee payable |
7,050 | — | (7,050 | ) | 5(b) | — | — | |||||||||||||||||||||||||
Early exercise liability, net of current portion |
— | 619 | 619 | 619 | ||||||||||||||||||||||||||||
Deferred revenue, net of current portion |
176 | 176 | 176 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities |
$ | 10,333 | $ | 36,326 | $ | (11,762 | ) | $ | 34,897 | $ | — | $ | 34,897 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
Historical |
Scenario 1 Assuming No Redemptions for Cash |
Scenario 2 Assuming Maximum Redemptions for Cash |
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5(A) DYNS |
5(B) Senti Biosciences, Inc. |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
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Class A common stock subject to possible redemption, 23,000,000 shares at redemption value |
$ | 230,000 | $ | — | $ | (230,000 | ) | 5(g) | $ | — | $ | — | $ | — | ||||||||||||||||||
Stockholders’ Equity |
||||||||||||||||||||||||||||||||
DYNS Class A common stock |
— | — | — | 5(k) | — | — | ||||||||||||||||||||||||||
1 | 5(l) | |||||||||||||||||||||||||||||||
(1 | ) | 5(m) | ||||||||||||||||||||||||||||||
DYNS Class B common stock |
1 | — | — | 5(j) | — | — | ||||||||||||||||||||||||||
(1 | ) | 5(l) | ||||||||||||||||||||||||||||||
New Senti Class A common stock |
1 | 5(f) | 6 | (1 | ) | 5(h) | $ | 5 | ||||||||||||||||||||||||
2 | 5(g) | |||||||||||||||||||||||||||||||
2 | 5(i) | |||||||||||||||||||||||||||||||
1 | 5(m) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock: |
||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock (A and B), $0.0001 par value; 99,734,554 shares authorized at September 30, 2021 (unaudited); 99,734,543 issued and outstanding at September 30, 2021 |
— | 171,833 | (171,833 | ) | 5(i) | — | — | |||||||||||||||||||||||||
Stockholder’s deficit |
||||||||||||||||||||||||||||||||
Common stock, $0.0001 par value; 138,000,000 shares authorized as of September 30, 2021 (unaudited); 15,002,159 issued and outstanding at September 30, 2021 (unaudited) |
— | 1 | (1 | ) | 5(i) | — | — | |||||||||||||||||||||||||
Additional paid-in capital |
— | 3,618 | (559 | ) | 5(c) | 451,157 | (148,906 | ) | 5(h) | 302,251 | ||||||||||||||||||||||
(150 | ) | 5(d) | ||||||||||||||||||||||||||||||
(4,688 | ) | 5(e) | ||||||||||||||||||||||||||||||
66,799 | 5(f) | |||||||||||||||||||||||||||||||
(2,672 | ) | 5(f) | ||||||||||||||||||||||||||||||
229,998 | 5(g) | |||||||||||||||||||||||||||||||
149,153 | 5(i) | |||||||||||||||||||||||||||||||
— | 5(j) | |||||||||||||||||||||||||||||||
9,657 | 5(k) | |||||||||||||||||||||||||||||||
Accumulated deficit |
(8,877 | ) | (115,076 | ) | (4,145 | ) | 5(d) | (115,076 | ) | — | (115,076 | ) | ||||||||||||||||||||
22,679 | 5(i) | |||||||||||||||||||||||||||||||
(9,657 | ) | 5(k) | ||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total stockholders’ (deficit) / equity |
$ | (8,876 | ) | $ | (111,457 | ) | $ | 456,420 | $ | 336,087 | $ | (148,907 | ) | $ | 187,180 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) / equity |
$ | 231,457 | $ | 96,702 | $ | 42,825 | $ | 370,984 | $ | (148,907 | ) | $ | 222,077 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
Scenario 1 Assuming No Redemptions for Cash |
Scenario 2 Assuming Maximum Redemptions for Cash |
||||||||||||||||||||||||||||||||||||||
6(A) DYNS |
6(B) Senti |
Transaction Accounting Adjustments |
Pro Forma Statement of Operations |
Transaction Accounting Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||||||||||||||
Contract revenue |
— | 2,291 | 2,291 | 2,291 | ||||||||||||||||||||||||||||||||||||
Grant Income |
— | 470 | 470 | 470 | ||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total revenue |
— | 2,761 | — | 2,761 | — | 2,761 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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Operating expenses: |
||||||||||||||||||||||||||||||||||||||||
Research and development |
— | 21,957 | 3,114 | 6(d) | 25,071 | 25,071 | ||||||||||||||||||||||||||||||||||
Professional fees and other expenses |
3,702 | — | 3,702 | 3,702 | ||||||||||||||||||||||||||||||||||||
Franchise tax expense |
164 | — | 164 | 164 | ||||||||||||||||||||||||||||||||||||
General and administrative |
— | 21,250 | 29,721 | 6(d) | 55,116 | (6,328 | ) | 6 | (d) | 48,788 | ||||||||||||||||||||||||||||||
4,145 | 6(e) | |||||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total operating expenses |
3,866 | 43,207 | 36,980 | 84,053 | (6,328 | ) | 77,725 | |||||||||||||||||||||||||||||||||
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|
|
|
|
|
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|
|
|
|
|||||||||||||||||||||||||||||
Loss from operations |
(3,866 | ) | (40,446 | ) | (36,980 | ) | (81,292 | ) | 6,328 | (74,964 | ) | |||||||||||||||||||||||||||||
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|
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Other income (expense): |
||||||||||||||||||||||||||||||||||||||||
Interest income, net |
— | 11 | 11 | 11 | ||||||||||||||||||||||||||||||||||||
Interest and dividend income on investments held in Trust Account |
9 | — | (9 | ) | 6(a) | — | — | |||||||||||||||||||||||||||||||||
Change in preferred stock tranche liability |
— | (14,742 | ) | 14,742 | 6(c) | — | — | |||||||||||||||||||||||||||||||||
Loss on impairment of fixed assets |
— | (22 | ) | (22 | ) | (22 | ) | |||||||||||||||||||||||||||||||||
Other expense |
— | (120 | ) | (9,657 | ) | 6(b) | (9,777 | ) | (9,777 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Total other income (expense), net |
9 | (14,873 | ) | 5,076 | (9,788 | ) | — | (9,788 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Net loss |
(3,857 | ) | (55,319 | ) | (31,904 | ) | (91,080 | ) | 6,328 | (84,752 | ) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Basic and diluted net loss per share, Class B common stock |
$ | (0.17 | ) | |||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock |
5,418,853 | |||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||
Basic and diluted net loss per share, Class A common stock |
$ | (0.17 | ) | $ | (3.72 | ) | $ | (1.55 | ) | $ | (1.94 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock |
16,872,995 | 14,881,325 | 58,590,086 | 6(f) | 43,699,423 | 6(f) |
1. |
Description of the Transactions |
2. |
Basis of Pro Forma Presentation |
• | Assuming No Redemptions (Scenario 1) |
• | Assuming Maximum Redemptions (Scenario 2) Non-Redemption Agreements) from the 23,000,000 Public Shares issued and outstanding as at the Record Date. After a redemption of approximately $148.9 million out of the $230.0 million Trust Account, and the $66.8 million PIPE Investment, the available cash at Closing would be approximately $147.9 million, which would be just under the condition in the Business Combination Agreement that there be at least $150.0 million in available Closing cash. As this condition is for Senti’s benefit, this Scenario assumes Senti will waive it prior to Closing, however there is no guarantee that it would and, if it did not, the Business Combination would not be consummated. When considering this maximum redemptions scenario, you should consider that the Anchor Investors’ commitments under the Non-Redemption Agreements not to redeem or to transfer their shares of Class A Common Stock do not apply in circumstances where they are compelled to do so in connection with non-discretionary ETF or mutual fund pro rata rebalancing transfers. If one or more Anchor Investors was compelled to transfer shares of Class A Common Stock for this reason, it is possible that more than 14,890,663 Public Shares could be redeemed and that there may be less than approximately $147.9 million in cash available at Closing. The redemption of more than 14,890,663 Public Shares would change some of the figures presented in the maximum redemption scenario in the unaudited pro forma financial data. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical audited financial statements of DYNS as of December 31, 2021 and for the period from March 1, 2021 (inception) through December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; |
• | the historical audited consolidated financial statements of Senti as of and for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; and |
• | the sections entitled “ DYNS Management’s Discussion and Analysis of Financial Condition and Results of Operations Senti Management’s Discussion and Analysis of Financial Condition and Results of Operation |
3. |
Accounting for the Merger |
• | If the Director Election proposal is approved by DYNS stockholders, persons affiliated with Senti will control a majority of the governing body of New Senti; |
• | Senti’s operations prior to the Business Combination will comprise the ongoing operations of New Senti; and |
• | Senti’s existing senior management team will comprise the senior management team of the Combined Company. |
4. |
DYNS Class A Common Stock Issued to Senti Stockholders upon Closing of the Business Combination and the consummation of the PIPE Investment |
Number of Senti shares as of December 31, 2021 |
||||
Common stock |
15,189,091 | |||
Unvested restricted common stock subject to repurchase |
2,418,871 | |||
Preferred stock |
99,734,543 | |||
|
|
|||
Total |
117,342,505 | |||
|
|
|||
Senti preferred and common stock outstanding prior to the closing of the Transactions |
117,342,505 | |||
Assumed Exchange Ratio |
0.1953 | |||
|
|
|||
Estimated shares of New Senti common stock issued to Senti Stockholders upon closing of the Transactions |
22,916,991 | |||
|
|
5. |
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet |
(A) | Derived from the audited consolidated balance sheet of DYNS as of December 31, 2021. |
(B) | Derived from the audited consolidated balance sheet of Senti as of December 31, 2021. |
a) | To reflect the release of investments from the trust account to cash and cash equivalents, assuming no DYNS public stockholders exercise their right to have their DYNS Class A Common Stock redeemed for their pro rata share of the trust account. |
b) | To reflect the payment of DYNS’s deferred underwriting fee payable of $7.1 million of costs incurred in connection with the DYNS initial public offering and is payable upon completion of the Business Combination. The payment of $7.1 million has been recorded as a reduction of $7.1 million to deferred underwriting fee payable. |
c) | To reflect the payment of DYNS’s accrued expenses and other current liabilities of $3.1 million, accounts payable of $40 thousand, franchise taxes of $164 thousand and a reclassification of deferred transaction cost of $0.6 million that are deemed to be direct and incremental costs of the Business Combination from prepaid expenses and other current assets and other long-term assets to additional paid-in capital. |
d) | To reflect the payment of DYNS total estimated advisory, legal, accounting and auditing fees and other professional fees of $0.1 million that are deemed to be direct and incremental costs of the Business Combination and the payment of $4.1 million of DYNS’s additional transaction costs that are not directly attributable to the Business Combination and are non-recurring items. The payment of $0.1 million of costs directly attributable to the Business Combination have been recorded as a reduction of $0.1 million to additional paid-in capital. The payment of $4.1 million of additional transaction costs has been recorded as an increase to accumulated deficit (see Note 6(e) below) |
e) | To reflect the payment of Senti total estimated advisory, legal, accounting and auditing fees and other professional fees of $4.7 million that are deemed to be direct and incremental costs of the Business Combination. The payment of $4.7 million of costs directly attributable to the Business Combination have been recorded as a reduction of $4.7 million to additional paid-in capital, a reduction of $1.3 million to accrued expenses and other current liabilities, a reduction of $0.1 million to accounts payable and a reduction of $1.4 million to prepaid expenses and other current assets. |
f) | To reflect the issuance of an aggregate of 6,680,000 shares of New Senti Common Stock in the PIPE Investment at a price of $10.00 per share, for proceeds of $66.8 million and to record the fees associated with the consummation of the PIPE Investment in the amount of $2.7 million. The issuance of 6,680,000 shares was recorded as an increase of $66.8 million to cash and cash equivalents, an increase to common stock of $1 thousand and an increase to additional paid-in capital in amount of $66.8 million. The PIPE fees in the amount of $2.7 million were recorded as a decrease to cash and cash equivalents and a decrease to additional paid-in capital. |
g) | To reflect the reclassification of Class A Common Stock subject to redemption of $230.0 million to New Senti Class A Common Stock of $2 thousand and additional paid-in capital $230.0 million, in Scenario 1, which assumes no DYNS public stockholders exercise their redemption rights. |
h) | To reflect, in Scenario 2, the assumption that DYNS public stockholders exercise their redemption rights with respect to a maximum of 14,890,663 DYNS Class A Common Stock prior to the consummation of the Business Combination at a redemption price of approximately $10.00 per share, or $148.9 million in cash. The maximum number of shares of 14,890,663 DYNS Class A Common Stock will result in a cash balance of $147.9 million. |
i) | To reflect the recapitalization of Senti through the contribution of all outstanding common stock and preferred stock of Senti to DYNS and the issuance of 22,916,991 shares of New Senti Class A Common Stock and the elimination of the accumulated deficit of DYNS, the accounting acquiree. As a result of the recapitalization, Senti Common Stock of $1 thousand, Senti redeemable convertible preferred stock of $171.8 million and DYNS accumulated deficit of $22.7 million including the transaction adjustment of $9.7 million described in Note 5(k) were derecognized. The shares of New Senti Common Stock issued in exchange for Senti’s capital were recorded as increase to common stock of $2 thousand and increase to additional paid-in capital in amount of $149.2 million. |
j) | To reflect the cancellation of 965,728 Class B common stock of DYNS in order to issue 965,728 Class A common stock of DYNS to the Anchor Investors as discussed in Note 1 above and Note 5(k) below. |
k) | To reflect the issuance of 965,728 Class A Common Stock of DYNS to the Anchor Investors. To induce Anchor Investors, to not exercise their redemption rights in respect of the Class A Common Stock in connection with the pending merger with Senti, DYNS entered into the non-redemption agreements with Anchor Investors. Pursuant to the non-redemption agreements, concurrently with the execution of the Merger Agreement, the Sponsor will agree to forfeit to DYNS certain Class B Common Stock which it holds, and DYNS will agree to cancel such Class B Common Stock of the Sponsor and concurrently issue to the Anchor Investors an equivalent number of shares of Class A Common Stock, thereby potentially increasing the Anchor Investors’ ownership interest in New Senti. The potential issuance of such shares of Class A Common Stock to the Anchor Investors is the only consideration which they potentially receive in connection with their agreement not to redeem their Public Shares. Based on the price of $10.00 per share this transaction results in an increase to common stock of $97, increase to additional paid-in capital of $9.7 million and increase to accumulated deficit of $9.7 million (see Note 6(b) below). |
l) | To reflect the conversion of the remaining DYNS Class B Common Stock (after the cancellation of 965,728 DYNS Class B Common Stock as discussed in Note 5(j)) to DYNS Class A Common Stock. |
m) | To reflect the reclassification of DYNS Class A Common Stock including amounts discussed in Note 5(k) to New Senti Class A Common Stock. |
6. |
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations |
(A) | Derived from the audited consolidated statement of operations of DYNS for the period from March 1, 2021 (inception) through December 31, 2021. |
(B) | Derived from the audited consolidated statement of operations of Senti for the year ended December 31, 2021. |
a) | To reflect an adjustment to eliminate interest and dividend income earned on investments held in the trust account as if the Business Combination had occurred on January 1, 2021. |
b) | To reflect expense associated with the issuance of the Class A Common Stock equal to $9.7 million in accordance with the non-redemption agreements (see Notes 5(j) and 5(k) above). |
c) | To reflect an adjustment to eliminate the change in preferred stock tranche liability as it is assumed that the preferred stock would have been converted to Senti Common Stock and then to shares of New Senti Common Stock as if the Business Combination had occurred on January 1, 2021. |
d) | To reflect an estimated compensation expense associated with the stock options that were granted under new equity incentive plan as if the Business Combination had occurred on January 1, 2021. The compensation expense was estimated on a tranche-by-tranche |
Number of stock options under the new equity incentive plan |
||||||||
Scenario 1 Assuming No Redemptions for Cash |
Scenario 2 Assuming Maximum Redemptions for Cash |
|||||||
Stock options that are contingent on the consummation of the Business Combination and a four years service period |
42,927,654 | 35,627,801 | ||||||
Stock options that are contingent on the consummation of the Business Combination, market conditions, and an estimated two years service period |
3,093,776 | 1,564,391 |
e) | To reflect additional transaction costs of $4.1 million within general and administrative expense of DYNS (see Note 5(d) above). |
f) | The pro forma basic and diluted net loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of New Senti shares outstanding as if the Transactions occurred on January 1, 2021. The calculation of weighted-average shares outstanding for pro forma basic and diluted net loss per share assumes that the shares issuable in connection with the Transactions have been outstanding for the entirety of the period presented. |
Year Ended December 31, 2021 |
||||||||
Scenario 1 (Assuming No Redemptions for Cash) |
Scenario 2 (Assuming Maximum Redemptions for Cash) |
|||||||
Weighted-average shares calculation—basic and diluted |
||||||||
New Senti Class A common stock owned by Sponsors (1) |
5,499,772 | 5,499,772 | ||||||
New Senti Class A common stock owned by public stockholders (1) |
23,965,728 | 9,075,065 | ||||||
Issuance of New Senti Class A common stock in connection with closing of the PIPE Investment (2) |
6,680,000 | 6,680,000 | ||||||
Issuance of New Senti Class A common stock to Senti stockholders in connection with Business Combination (3) |
22,916,991 | 22,916,991 | ||||||
New Senti Class A common stock issued for Senti unvested restricted common stock subject to repurchase (4) |
(472,406 | ) | (472,406 | ) | ||||
|
|
|
|
|||||
Pro forma weighted-average shares outstanding—basic and diluted |
58,590,086 | 43,699,423 | ||||||
|
|
|
|
(1) | The New Senti Class A common stock owned by Sponsors and public stockholders for both scenarios are derived as follows: |
Note |
DYNS Class A Common Stock subject to possible redemption |
DYNS Class A Common Stock |
DYNS Class B Common Stock |
New Senti Class A Common Stock owned by public stockholders |
New Senti Class A Common Stock owned by Sponsors |
|||||||||||||||||||
DYNS historical common stock outstanding as of December 31, 2021 |
23,000,000 | 715,500 | 5,750,000 | |||||||||||||||||||||
Cancellation of 965,728 Class B Common Stock of DYNS and issuance of 965,728 Class A Common Stock of DYNS to the Anchor Investors |
|
Notes 5(j) and 5(k) |
|
(965,728) | 965,728 | |||||||||||||||||||
Reclassification of Class A common stock subject to possible redemption to New Senti Class A Common Stock |
Note 5(g) | (23,000,000) | 23,000,000 | |||||||||||||||||||||
Conversion of the remaining DYNS Class B Common Stock (after the cancellation of 965,728 DYNS Class B Common Stock) to DYNS Class A Common Stock |
Note 5(l) | 4,784,272 | (4,784,272) | |||||||||||||||||||||
Reclassification of DYNS Class A Common Stock to New Senti Class A Common Stock. |
Note 5(m) | (5,499,772) | 5,499,772 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Scenario 1 |
— |
— |
— |
23,965,728 |
5,499,772 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Redemption of the maximum number of shares of 14,890,663 DYNS Class A Common Stock |
Note 5(h) | (14,890,663 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Scenario 2 |
— |
— |
— |
9,075,065 |
5,499,772 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
(2) | See Note 5(f). |
(3) | See Note 4. |
(4) | New Senti Class A Common Stock issued for Senti’s 2,418,871 shares of unvested restricted common stock subject to repurchase are excluded from the computation of basic and diluted earnings per share until the shares are no longer contingently returnable. |
• | change the name of the new public entity to “Senti Biosciences, Inc.” as opposed to “Dynamics Special Purpose Corp.”; |
• | increase DYNS’s capitalization so that it will have 500,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to DYNS having 100,000,000 authorized shares of Class A Common Stock, 10,000,000 authorized shares of Class B Common Stock and 1,000,000 authorized shares of preferred stock; |
• | require that the removal of any director be only for cause and by the affirmative vote of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors; |
• | require that certain amendments to provisions of the Proposed Charter will require the approval of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class; |
• | remove the provision allowing stockholders to act by written consent in lieu of holding a meeting of stockholders; and |
• | make the Combined Company’s corporate existence perpetual instead of requiring DYNS to be dissolved and liquidated 24 months following the Initial Public Offering and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies. |
• | the name of the new public entity is desirable to reflect the Business Combination with Senti and the combined business going forward; |
• | the greater number of authorized number of shares of capital stock is desirable for the Combined Company to have enough additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits and to issue upon exercise of equity grants currently outstanding or made under the Incentive Plan (assuming it is approved at the Special Meeting); |
• | the single class of common stock is desirable because all shares of Class B Common Stock will be exchanged for Class A Common Stock upon consummation of the Business Combination, and because it will allow the Combined Company to have a streamlined capital structure; |
• | it is desirable to increase the voting threshold required to remove a director from the Combined Company board and amend certain provisions of the Current Charter, and to remove the provision allowing stockholder action by written consent, in order to help facilitate corporate governance stability by requiring broad stockholder consensus to effect corporate governance changes, protect minority stockholder interests and enable the Combined Company board to preserve and maximize value for all stockholders in the context of an opportunistic and unsolicited takeover attempt; and |
• | it is desirable to delete the provisions that relate to the operation of DYNS as a blank check company prior to the consummation of its initial business combination because they would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time). |
• | Advisory Charter Proposal A — to change the corporate name of the Combined Company to “Senti Biosciences Inc.” on and from the time of the Business Combination; |
• | Advisory Charter Proposal B — to increase the authorized shares of common stock of the Combined Company to 500,000,000 shares; |
• | Advisory Charter Proposal C — to increase the authorized shares of preferred stock that the Combined Company’s board of directors could issue to 10,000,000 shares; |
• | Advisory Charter Proposal D — to provide that certain named individuals be elected to serve as Class I, Class II and Class III directors to serve staggered terms on the board of directors of New Senti until their respective successors are duly elected and qualified, or until their earlier resignation, death, or removal and to provide that the removal of any director be only for cause (and by the affirmative vote of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors); |
• | to provide that the removal of any director be only for cause and by the affirmative vote of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in the election of directors; |
• | Advisory Charter Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 75% of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class; |
• | Advisory Charter Proposal F — to make the Combined Company’s corporate existence perpetual instead of requiring DYNS to be dissolved and liquidated 24 months following the closing of the Initial Public Offering, and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; and |
• | Advisory Charter Proposal G — to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meeting. |
• | the name of the new public entity is desirable to reflect the Business Combination with Senti and the combined business going forward; |
• | the greater number of authorized number of shares of capital stock is desirable for the Combined Company to have enough additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits and to issue upon exercise of the equity grants currently outstanding or made under the Incentive Plan (assuming it is approved at the Special Meeting); |
• | the single class of common stock is desirable because all shares of Class B Common Stock will be exchanged for Class A Common Stock upon consummation of the Business Combination, and because it will allow New Senti to have a streamlined capital structure; |
• | it is desirable to increase the voting threshold required to remove a director from the Combined Company board and amend certain provisions of the Current Charter, and to remove the provision allowing stockholder action by written consent, in order to help facilitate corporate governance stability by requiring broad stockholder consensus to effect corporate governance changes, protect minority stockholder interests and enable the Combined Company board to preserve and maximize value for all stockholders in the context of an opportunistic and unsolicited takeover attempt; and |
• | it is desirable to delete the provisions that relate to the operation of DYNS as a blank check company prior to the consummation of its initial business combination because they would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time). |
• | Class I directors: Timothy Lu, Edward Mathers and Omid Farokhzad. |
• | Class II directors: David Epstein and Susan Berland. |
• | Class III directors: James (Jim) Collins and Brenda Cooperstone. |
• | may significantly dilute the equity interest of DYSN stockholders, which dilution would increase if the anti-dilution provisions in the Class B Common Stock resulted in the issuance of shares of Class A Common Stock on a greater than one-to-one |
• | may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A Common Stock |
• | default and foreclosure on our assets if our operating revenues after the Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
• | other purposes and other disadvantages compared to our competitors who have less debt. |
NAME |
AGE |
POSITION | ||||
Omid Farokhzad |
53 | Executive Chair; Director | ||||
Mostafa Ronaghi |
53 | Chief Executive Officer; Director | ||||
Mark Afrasiabi |
46 | Chief Financial Officer | ||||
Rowan Chapman |
51 | Chief Business Officer | ||||
David Epstein |
60 | Director | ||||
Jay Flatley |
69 | Director | ||||
Deep Nishar |
53 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered account firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “DYNS Management’s Discussion and Analysis of Financial Condition and Results of Operations;” |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our Sponsor, and each of our officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre- initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any stockholder-approved extension period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed timeframe. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Shares held in the trust account will be used to fund the redemption of our Public Shares, and the Private Placement Shares will expire worthless. With certain limited exceptions, the founder shares will not be transferable or assignable until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. With certain limited exceptions, the Private Placement Shares will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors will directly or indirectly own common stock following this offering (including, without limitation, an additional 500,000 shares of Class A Common Stock which certain privately held entities affiliated with certain of DYNS’s officers and directors will subscribe for in the PIPE Investment), our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from the Sponsor or an affiliate of the Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. As of [ ], 2022, no such loans are outstanding. The terms of such loans, if any are made, have not been determined and no written agreements exist with respect to such loans. The loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such loans may be converted into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender, and it is expected that the shares issued upon conversion of such loans would be identical to the Private Placement Shares. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual (1) |
Entity |
Entity’s business |
Affiliation | |||
Omid Farokhzad |
Seer, Inc. (Nasdaq: SEER) | Proteomics technology | CEO/Chair/Founder | |||
XLink Therapeutics | Therapeutics | Chair/Founder | ||||
PrognomIQ | Proteomics | Chair/Founder | ||||
Selecta Biosciences (Nasdaq: SELB) | Therapeutics | SAB/Founder | ||||
Tarveda | Therapeutics | SAB/Founder | ||||
XIRA | Legal search firm | Founder/Board member | ||||
Bilix | Therapeutics | SAB | ||||
Cellics Therapeutics | Therapeutics | SAB | ||||
Mostafa Ronaghi |
Seer, Inc. (Nasdaq: SEER) |
Proteomics technology |
Board member | |||
1Health | Diagnostic testing as a service | Board member | ||||
Clear Labs | Food safety molecular diagnostics | Board member | ||||
Cellanome | Molecular tools | Board member | ||||
XLink Therapeutics | Therapeutics | Board member | ||||
Rowan Chapman |
Natera Inc. (Nasdaq: NTRA) | Diagnostics | Board member | |||
Evidation Health | Digital health / data analytics | Board member | ||||
Initiate Studios LLC | Pre-seed stage company Accelerator |
Co-Founder/Manager CEO/ Secretary | ||||
Mark Afrasiabi |
Orange Grove Bio | Biotech holding company | Advisory Board member |
(1) | Each person has a fiduciary duty with respect to the listed entities next to their respective names. |
Individual |
Entity |
Entity’s business |
Affiliation | |||
David Epstein |
Flagship Pioneering | Venture Capital | Executive Partner | |||
Axcella Therapeutics (Nasdaq: AXLA) | Biotech / Drug discovery | Board member | ||||
Rubius (Nasdaq: RUBY) | Biotech / Drug discovery | Board member | ||||
Evelo Biosciences (Nasdaq: EVLO) | Biotech / Drug discovery | Board member | ||||
OPY Acquisition Corp. 1 (Nasdaq: OHAA) | SPAC | Board member | ||||
Tarus Therapeutics | Therapeutics | Board member | ||||
Valo Health | Biotech / Drug discovery | Board member | ||||
Woolsey Pharma | Biotech / Drug discovery | Board member | ||||
Ring Therapeutics | Biotech / Drug discovery | Board member | ||||
Jay Flatley |
Denali (Nasdaq: DNLI) | Biotech / Drug discovery | Board member | |||
Coherent (Nasdaq: COHR) | Laser-based technologies | Board member | ||||
Iridia | Data storage/ DNA chips | Chairman | ||||
Rivian Automotive, Inc. (Nasdaq: RIVN) | Automotive Technology | Board member | ||||
Salk Institute | Scientific research institute | Board of Trustees | ||||
Wellcome Leap | Non-profit accelerator |
Chair | ||||
Zymergen (Nasdaq: ZY) | Biomanufacturing / Synthetic Biology | Chairman | ||||
Deep Nishar |
General Catalyst | Venture Capital | Managing Director | |||
Seer, Inc. (Nasdaq: SEER) | Proteomics technology | Board member | ||||
Vir Biotechnology, Inc. (Nasdaq: VIR) | Biotech / Drug discovery | Board member |
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Target Heterogeneity: non-cancerous cells. Thus, the ability to precisely distinguish between diseased cells and healthy cells has been a central challenge to date with current therapeutic approaches that do not encode logic, such as monoclonal antibodies, antibody-drug conjugates and single-target CAR therapies. Modalities that can respond to multiple biomarkers, rather than just a single one, have the potential to open up the opportunity for more precise and efficacious medicines. | |
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Disease Evasion: | |
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Narrow Therapeutic Window: |
especially for diseases that have a narrow therapeutic window. The ability to create therapeutics that can be titrated or regulated in vivo | ||
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Dynamic Disease Conditions: |
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Logic Gating: | |||
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NOT GATE: on-target, off-tumor killing. By protecting healthy cells, the NOT GATE has the potential to enable more effective on-target, on-tumor killing of tumor cells that express Tumor-Associated Antigens (TAAs). Generally, existing cancer drugs target only a single antigen, which means they can only be effectively and safely used in situations where that antigen is uniquely expressed on tumors and not in healthy cells, or where the on-target, off-tumor effects are tolerable. | |||
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OR GATE: | |||
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AND GATE: on-target, on-tumor activity. Generally, conventional therapies only recognize a single antigen for their activity, which can result in a lack of specificity. | |||
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Multi-Arming: | |||
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Regulator Dial: FDA-approved drugs. Regulator Dials are expected to enable the exogenous regulation of next-generation cell and gene |
therapies even after they have been delivered in vivo | ||||
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Smart Sensor: |
• | Innate Killing: CAR-NKs, such as OR GATE CAR-NKs that enhance the killing of heterogeneous tumors and NOT GATE CAR-NKs that spare healthy cells from undesired toxicity and thereby potentially improve on-target, on-tumor killing. |
• | Immune Activation: |
Multi- Arming gene circuits to further improve their ability to trigger endogenous, complementary anti-tumor activity by engaging the rest of the tumor immunity cycle. |
• | Validated Clinical Activity and Tolerability: CAR-NK cells have been recently shown in the clinical setting to have the potential to promote effective anti-tumor activity along with low risks of graft versus host disease, or GvHD, severe cytokine release syndrome, or CRS, and neurotoxicity. |
• | Broad Patient Access: CAR-NK cells have the potential to be broadly accessible to patients as they may be delivered rapidly to patients in an off-the-shelf |
• | Advancing our portfolio of allogeneic CAR-NK cell product candidates into clinical development. |
• | Expanding our discovery stage pipeline and advancing select product candidates into the clinic. |
• | Driving innovation in our leading gene circuit platform and expanding the breadth of our technology and capabilities. |
• | Building clinical and commercial-scale manufacturing capabilities for our CAR-NK cell product candidates. |
• | Maximizing the commercial potential of our gene circuit platform technologies via strategic collaborations. |
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Logic Gating: | |||
![]() |
NOT GATE: on-target, off-tumor killing. By protecting healthy cells, the NOT GATE has the potential to enable more effective on-target, on-tumor killing of tumor cells that express Tumor-Associated Antigens. Generally, existing cancer drugs target only a single antigen, which means they can only be effectively and safely used in situations where that antigen is uniquely expressed on tumors and not in healthy cells, or where the on-target, off-tumor effects are tolerable. | |||
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OR GATE: | |||
![]() |
AND GATE: on-target, on-tumor activity. Generally, conventional therapies only recognize a single antigen for their activity, which can result in a lack of specificity. | |||
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Multi-Arming: |
diseases require the application of multiple individual drugs, which is difficult due to research, clinical development, regulatory and pharmacology barriers. | ||||
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Regulator Dial: FDA-approved drugs. Regulator Dials are expected to enable the exogenous regulation of next-generation cell and gene therapies even after they have been delivered in vivo | |||
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Smart Sensor: |
![]() |
Logic Gating |
![]() |
NOT GATE |
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OR GATE |
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AND GATE |
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Multi-Arming |
![]() |
Regulator Dial |
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Smart Sensor |
1. | An iCAR NOT GATE gene circuit to prevent CAR-mediated killing of cells expressing either FLT3 or CD33 and a Safety Antigen, EMCN. The EMCN iCAR is intended to suppress CAR-NK cell cytotoxicity against healthy HSCs, reducing the risk of potential life-threatening bone marrow toxicity and potentially increasing the therapeutic window and on-target, on-tumor activity. |
2. | An aCAR OR GATE gene circuit to activate CAR-mediated killing of AML cells expressing either or both of the Tumor-Associated Antigens FLT3 and CD33, thus increasing the targeting of both AML LSCs and blasts. |
3. | A crIL-15 gene circuit to simultaneously provide both autocrine and paracrine IL-15 signaling. |
1. | An iCAR with a NOT GATE gene circuit that restricts CAR-mediated cell killing to CRC cells that express CEA but not healthy cells that express an epithelial cell Safety Antigen, VSIG2. This NOT gate is designed to potentially reduce on-target, off-tumor toxicity, thus potentially enabling more effective treatment of CEA-expressing cancers. |
2. | An aCAR that targets CEA, a well-characterized antigen that is overexpressed in many cancers, including CRC. |
3. | A crIL-15 gene circuit to simultaneously provide both autocrine and paracrine-like IL-15 signaling. |
• | Innate Killing CAR-NKs, such as OR GATE CAR-NKs that enhance the killing of heterogeneous tumors and NOT GATE CAR-NKs that spare healthy cells from undesired toxicity and thereby potentially improve on-target, on-tumor killing. |
• | Immune Activation |
• | Validated Clinical Activity and Tolerability CAR-NK cells have been recently shown in the clinical setting to have the potential to promote anti-tumor activity along with low risks of graft versus host disease, or GvHD, severe cytokine release syndrome, or CRS, and neurotoxicity. |
• | Broad Patient Access CAR-NK cells have the potential to be broadly accessible to patients as they may be delivered rapidly to patients in an off-the-shelf |
• | completion of preclinical laboratory tests and animal studies performed in accordance with the FDA’s Good Laboratory Practice requirements, or GLP; |
• | submission to the FDA of an investigational new drug application, or IND, which must become effective before clinical trials may begin; |
• | approval by an institutional review board, or IRB, or ethics committee at each clinical site before the trial is commenced; |
• | performance of adequate and well-controlled human clinical trials according to the FDA’s regulations commonly referred to as good clinical practice, or GCP, regulations and any additional requirements for the protection of human research subjects and their health information to establish the safety, purity and potency of the proposed biologic product candidate for its intended purpose; |
• | preparation of and submission to the FDA of a Biologics License Application, or BLA, after completion of all pivotal clinical trials; |
• | satisfactory completion of an FDA Advisory Committee review, if applicable; |
• | a determination by the FDA within 60 days of its receipt of a BLA to file the application for review; |
• | satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the proposed product is produced to assess compliance with cGMP, and to assure that the facilities, methods and controls are adequate to preserve the biological product’s continued safety, purity and potency and, if applicable, to assess compliance with the FDA’s current Good Tissue Practice, or cGTP, requirements for the use of human cellular and tissue products, and of selected clinical investigation sites to assess compliance with GCPs; |
• | potential FDA audit of the nonclinical and clinical study sites that generated the data in support of the BLA; and |
• | FDA review and approval of the BLA to permit commercial marketing of the product for particular indications for use in the United States. |
• | Phase 1—The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients. |
• | Phase 2—The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages, dose tolerance and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. |
• | Phase 3—The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval. Generally, two adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval of a BLA. |
• | 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; |
• | clinical holds on clinical studies; |
• | refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of product license approvals; |
• | product 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. |
• | The second applicant can establish that its product, although similar, is safer, more effective or otherwise clinically superior; |
• | The applicant consents to a second orphan medicinal product application; or |
• | The applicant cannot supply enough orphan medicinal product. |
• | increased the minimum level of Medicaid rebates payable by manufacturers of brand name drugs from 15.1% to 23.1% of the average manufacturer price; |
• | required collection of rebates for drugs paid by Medicaid managed care organizations; |
• | required manufacturers to participate in a coverage gap discount program, under which they must now agree to offer 70 percent point-of-sale |
• | imposed a non-deductible annual fee on pharmaceutical manufacturers or importers who sell “branded prescription drugs” to specified federal government programs. |
• | continue to advance our gene circuit platform technologies; |
• | continue preclinical development of our current and future product candidates and initiate additional preclinical studies; |
• | commence clinical studies of our current and future product candidates; |
• | establish our manufacturing capability, including developing our contract development and manufacturing relationships, and building our internal manufacturing facilities; |
• | acquire and license technologies aligned with our gene circuit platform technologies; |
• | seek regulatory approval of our current and future product candidates; |
• | expand our operational, financial, and management systems and increase personnel, including personnel to support our preclinical and clinical development, manufacturing and commercialization efforts; |
• | continue to develop, grow, perfect, and defend our intellectual property portfolio; and |
• | incur additional legal, accounting, or other expenses in operating our business, including the additional costs associated with operating as a public company. |
• | employee-related expenses, including salaries, related benefits, and stock-based compensation expenses for employees engaged in research and development functions; |
• | expenses incurred in connection with research, laboratory consumables and preclinical studies; |
• | the cost of consultants engaged in research and development related services and the cost to manufacture drug products for use in our preclinical studies and trials; |
• | facilities, depreciation and other expenses, which include allocated expenses for rent and maintenance of facilities, insurance and supplies; |
• | costs related to regulatory compliance; and |
• | the cost of annual license fees. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Personnel-related expenses including share-based compensation |
$ | 7,687 | $ | 6,729 | ||||
External services and supplies |
9,041 | 5,830 | ||||||
Office and facilities |
4,680 | 3,147 | ||||||
Other |
549 | 250 | ||||||
|
|
|
|
|||||
Total |
$ | 21,957 | $ | 15,956 | ||||
|
|
|
|
• | negative or inconclusive results from our preclinical or clinical trials or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical studies or clinical trials or abandon any or all of our programs; |
• | product-related side effects experienced by participants in our clinical trials or by individuals using therapeutics similar to our product candidates; |
• | delays in submitting IND applications or comparable foreign applications, or delays or failures to obtain the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced; |
• | conditions imposed by the FDA or other regulatory authorities regarding the scope or design of our clinical trials; |
• | delays in enrolling research subjects in clinical trials; |
• | high drop-out rates of research subjects; |
• | inadequate supply or quality of product candidate components or materials or other supplies necessary for the conduct of our clinical trials; |
• | CMC challenges associated with manufacturing and scaling up biologic product candidates to ensure consistent quality, stability, purity and potency among different batches used in clinical trials; |
• | greater-than-anticipated clinical trial costs; |
• | poor potency or effectiveness of our product candidates during clinical trials; |
• | unfavorable FDA or other regulatory authority inspection and review of a clinical trial or manufacturing site; |
• | delays as a result of the COVID-19 pandemic or events associated with the pandemic; |
• | failure of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner, or at all; |
• | delays and changes in regulatory requirements, policies and guidelines; and |
• | the FDA or other regulatory authorities interpreting our data differently than we do. |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
Change |
||||||||||
Revenue: |
||||||||||||
Contract revenue |
$ | 2,291 | $ | 394 | $ | 1,897 | ||||||
Grant income |
470 | 172 | 298 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
2,761 | 566 | 2,195 | |||||||||
Operating expenses: |
||||||||||||
Research and development |
21,957 | 15,956 | 6,001 | |||||||||
General and administrative |
21,250 | 9,304 | 11,946 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
43,207 | 25,260 | 17,947 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(40,446 | ) | (24,694 | ) | (15,752 | ) | ||||||
Other income (expense): |
||||||||||||
Interest income, net |
11 | 88 | (77 | ) | ||||||||
Change in fair value of convertible notes |
— | (720 | ) | 720 | ||||||||
Change in preferred stock tranche liability |
(14,742 | ) | 5,748 | (20,490 | ) | |||||||
Loss on impairment of fixed assets |
(22 | ) | (238 | ) | 216 | |||||||
Other expense |
(120 | ) | (46 | ) | (74 | ) | ||||||
|
|
|
|
|
|
|||||||
Total other income (expense), net |
(14,873 | ) | 4,832 | (19,705 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (55,319 | ) | $ | (19,862 | ) | $ | (35,457 | ) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Net cash from operating activities |
$ | (34,635 | ) | $ | (24,173 | ) | ||
Net cash from investing activities |
(5,543 | ) | 11,358 | |||||
Net cash from financing activities |
68,435 | 38,051 | ||||||
|
|
|
|
|||||
Net change in cash and cash equivalents |
$ | 28,257 | $ | 25,236 | ||||
|
|
|
|
• | the scope, rate of progress, results and costs of drug discovery, preclinical development, laboratory testing and clinical trials for our product candidates; |
• | the number and development requirements of product candidates that we may pursue, and other indications for our current product candidates that we may pursue; |
• | the costs, timing and outcome of regulatory review of our product candidates; |
• | the scope and costs of constructing and operating our planned cGMP facility and any commercial manufacturing activities; |
• | the cost associated with commercializing any approved product candidates; |
• | the cost and timing of developing our ability to establish sales and marketing capabilities, if any; |
• | the costs of preparing, filing and prosecuting patent applications, maintaining, enforcing and protecting our intellectual property rights, defending intellectual property-related claims and obtaining licenses to third-party intellectual property; |
• | the timing and amount of any milestone and royalty payments we are required to make under our present or future license agreements; |
• | 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 and associated intellectual property. |
• | the estimated value of each security both outstanding and anticipated; |
• | the anticipated capital structure that will directly impact the value of the currently outstanding securities; |
• | our results of operations and financial position; |
• | the status of our research and development efforts; |
• | the composition of, and changes to, our management team and board of directors; |
• | the lack of liquidity of our common stock as a private company; |
• | our stage of development and business strategy and the material risks related to our business and industry; |
• | external market conditions affecting the life sciences and biotechnology industry sectors; |
• | U.S. and global economic conditions; |
• | the results of independent third-party valuations of our common stock; |
• | the likelihood of achieving a liquidity event for the holders of our common stock, such as an initial public offering or a sale of our company, given prevailing market conditions; and |
• | the market value and volatility of comparable companies. |
Name |
Fees Earned or Paid in Cash ($) |
Option Awards (1)(2) ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||
Susan Berland |
27,843 | 96,763 | — | 124,606 | ||||||||||||
Lee Cooper |
— | — | — | — | ||||||||||||
Brenda Cooperstone, M.D. |
— | — | — | — | ||||||||||||
Ran Geng |
— | — | — | — | ||||||||||||
Alex Kolicich |
— | — | — | — | ||||||||||||
Edward Mathers |
— | — | — | — |
(1) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2021 computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to Senti’s consolidated financial statements included elsewhere in this proxy statement/prospectus. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. |
(2) | The following table provides information regarding the number of shares of common stock underlying stock options granted to our non-employee directors that were outstanding as of December 31, 2021. |
Name |
Option Awards Outstanding at Year-End (number of shares) |
|||
Susan Berland |
90,000 | |||
Lee Cooper |
— | |||
Brenda Cooperstone, M.D. |
160,645 | |||
Ran Geng |
— | |||
Alex Kolicich |
— | |||
Edward Mathers |
— |
• | Timothy Lu, M.D., Ph.D., our Chief Executive Officer and President, referred to herein as Dr. Lu; |
• | Curt Herberts III, our Chief Operating Officer, former Chief Financial Officer and former Chief Business Officer, referred to herein as Mr. Herberts; and |
• | Philip Lee, Ph.D., our Chief Technology Officer and former Chief Operating Officer, referred to herein as Dr. Lee. |
Name and Principal Position |
Year |
Salary ($) |
Option Awards (1) |
Non-Equity Incentive Plan Compensation ($) (2) |
All Other Compensation ($) (3) |
Total ($) |
||||||||||
Timothy Lu, M.D., Ph.D. |
2021 | 475,000 | 23,803,309 | 219,213 | — | 24,497,522 | ||||||||||
Chief Executive Officer and President |
||||||||||||||||
Curt Herberts III |
2021 | 410,000 | 10,416,683 | 151,372 | 15,345 | 10,993,400 | ||||||||||
Chief Operating Officer, |
||||||||||||||||
Philip Lee, Ph.D. |
2021 | 400,000 | 10,223,623 | 160,000 | 11,600 | 10,795,223 | ||||||||||
Chief Technology Officer |
(1) | The amounts reported represent the aggregate grant date fair value of the awards granted to the named executive officers during year 2021, calculated in accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures. Certain of the assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 9 to Senti’s consolidated financial statements included elsewhere in this proxy statement/prospectus. The amounts reported in this column reflect the accounting cost for the stock options and stock awards, as applicable, and does not correspond to the actual economic value that may be received upon exercise of the stock option, issuance of shares of common stock, or any sale of any of the underlying shares of common stock. In addition, certain of the amounts reported in this column have not been audited and are subject to customary year-end audit adjustments. |
(2) | Reflects performance-based cash bonuses awarded to Senti’s named executive officers. See “— Narrative to the Summary Compensation Table —Non-Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which this compensation was awarded. |
(3) | Represents: (i) for Dr. Lee, $11,600 in matching contributions made by Senti under Senti’s 401(k) plan; and (ii) for Mr. Herberts, $11,600 in matching contributions made by Senti under Senti’s 401(k) plan and $3,745 paid by us to cover taxes Mr. Herberts owed relating to a health savings account contribution. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||||||
Name and Principal Position |
Grant Date |
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) (Exercisable) |
Number of Securities Underlying Unexercised Options (#) (Unexercisable) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
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 ($)(6) |
|||||||||||||||||||||||||||
Timothy Lu, M.D., Ph.D. Chief Executive Officer and President |
|
2/2/2021 12/19/2021 12/19/2021 |
(1) (3) (4) |
|
1/1/2021 Closing Date Closing Date |
|
2,320,000 | |
14,695,435 3,093,776 |
|
|
0.52 1.94 1.94 |
|
|
2/1/2031 12/18/2031 12/18/2031 |
|
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Curt Herberts III |
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6/18/2018 2/2/2021 |
(1)(2) (1) |
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6/4/2018 1/1/2021 |
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133,871 1,250,000 |
(5) (5) |
$ $ |
236,952 2,212,500 |
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Chief Operating Officer, |
12/19/2021 | (3) |
Closing Date | 7,734,440 | 1.94 | 12/18/2031 | ||||||||||||||||||||||||||||||
Philip Lee, Ph.D. |
2/2/2021 | (1) |
1/1/2021 | — | 1,035,000 | (5) |
$ | 1,831,950 | ||||||||||||||||||||||||||||
Chief Technology Officer |
12/19/2021 | (3) |
Closing Date | 7,734,440 | 1.94 | 12/18/2031 |
(1) | 25% of the shares underlying this option vest on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. |
(2) | This grant is eligible for accelerated vesting as described below under the section titled “Potential Payments and Benefits upon Termination or Change in Control.” |
(3) | The shares underlying this option are subject to both time-based and performance-based vesting conditions, or the BCA Vesting Conditions. 100% of the shares underlying the option satisfy the performance-based vesting condition upon consummation of the transactions contemplated by the BCA subject to the named executive officer’s continued employment or other service relationship through such date. The shares underlying the option shall satisfy the time-based vesting condition as follows: 25% on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. In February 2022, this option was amended to provide that the vesting commencement date would be the Closing Date, rather than December 19, 2021. |
(4) | The shares underlying this option are subject to the BCA Vesting Conditions and additional market conditions based upon the attainment of certain share prices, or hurdle prices. 25% of the shares underlying the option satisfy the additional market condition on the date that the applicable hurdle price is reached for 20 out of 30 consecutive trading days. The hurdle prices are $2.90, $3.87, $4.84 and $5.81, respectively. In February 2022, this option was amended to provide that the vesting commencement date would be the Closing Date, rather than December 19, 2021. |
(5) | The amount reflects the number of unvested shares issued upon the early exercise of a stock option grant that remain subject to Senti’s repurchase right. |
(6) | The amounts reported in this column reflect the number of unvested shares multiplied by $1.77, which was the fair market value of Senti’s common stock as of December 20, 2021 as determined by an independent third-party valuation. |
• | For Dr. Lu, he is entitled to a cash severance equal to 12 months of his then current base salary, plus the prorated portion of his target annual bonus, and up to 12 months of payment for continued group health plan benefits. If such termination or resignation occurs within 3 months before or 12 months after a change of control, then all of his then remaining unvested shares of restricted common stock will become fully vested, although such restricted stock has already vested in full. |
• | For Mr. Herberts, he is entitled to a cash severance equal to 9 months of his then current base salary, plus any unpaid bonus from a prior fiscal year, plus reimbursement for any unreimbursed expenses, and up to 9 months of payment for continued group health plan benefits. If such termination or resignation occurs within 3 months before or 12 months after a change of control, then all of the outstanding stock options granted to him in June 2018 will become fully vested. |
• | For Dr. Lee, he is entitled to a cash severance equal to 9 months of his then current base salary, plus the prorated portion of his target annual bonus, and up to 9 months of payment for continued group health plan benefits. If such termination or resignation occurs within 3 months before or 12 months after a change of control, then all of his then remaining unvested shares of restricted common stock will become fully vested, although such restricted stock has already vested in full. |
• | “cause” means the occurrence of any of the following: (i) the employee’s material breach of their employment agreement; (ii) any act (other than retirement) or omission which has a material and adverse effect on our business, or on the employee’s ability to perform services for us, including the commission of any crime (other than minor traffic violations); or (iii) material misconduct or material neglect of the employee’s duties in connection with our business or affairs; provided, however, that |
before terminating the employee’s employment for cause, we will: (a) provide them with 30 days’ advance written notice with the event specifically set forth in the notice and the opportunity to cure the event (if curable); (b) provide them with a reasonable opportunity to present their case to our board of directors; and (c) require that to our board of directors determine, by majority vote, whether their employment should be terminated for cause. |
• | “change of control” means the closing of: (i) a sale of all or substantially all of our assets; (ii) any consolidation or merger by us with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which our stockholders immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (iii) a stock tender or a merger, consolidation or similar event pursuant to a transaction or series of related transactions in which a third party (which term shall include a current stockholder) acquires more than fifty percent (50%) of our equity voting securities outstanding immediately prior to the consummation of such transaction or series of related transactions, and our stockholders do not retain a majority of the equity voting securities of the surviving entity, other than (a) a merger, conversion or other transaction the principal goal of which is to change our jurisdiction of incorporation, or (b) an equity security financing for our account in which our capital stock is sold to one or more institutional investors. |
• | “good reason” means the employee’s termination of their own employment because of any of the following: (i) our breach of any one or more of the material provisions of this Agreement; (ii) a material reduction by us of their annual base salary, unless they consent to such reduction or unless such reduction is applied equally, as a percentage of base salary, to all our senior executives; (iii) a relocation of our location such that their one-way commute as of the effective date of their employment agreement increases by more than 35 miles; or (iv) a material adverse change in their duties, authority, or responsibilities relative to their duties, authority, or responsibilities in effect immediately prior to such reduction (other than a change in title and provided that a change in title, reporting lines or position in connection with a change of control will not, in itself, be deemed to be a change in duties, authority or responsibility); provided, however, that any such termination by them shall only be deemed for good reason pursuant to this definition if: (a) they give us written notice of their intent to terminate for good reason within 90 days following the first occurrence of the condition that they believe constitutes good reason, which notice shall describe such condition; (b) we fail to remedy such condition within 30 days following receipt of the written notice (referred to as the cure period); and (c) they voluntarily terminate their employment within 30 days following the end of the cure period. |
• | DYNS’s current executive officers and directors; |
• | each person who is expected to become one of the executive officers or directors of New Senti following the Business Combination, assuming the Director Election Proposal is approved; |
• | all of DYNS’ current executive officers and directors as a group, and all of the executive officers and directors of New Senti, assuming the Director Election Proposal is approved, as a group; and |
• | each person who is known to be the beneficial owner of more than 5% of the outstanding DYNS Common Stock or is expected to be the beneficial owner of more than 5% of shares of New Senti common stock following the Business Combination. |
• | Assuming No Redemptions (Scenario 1) |
• | Assuming Maximum Redemptions (Scenario 2) |
condition prior to Closing, however there is no guarantee that it would and, if it did not, the Business Combination would not be consummated. When considering this maximum redemptions scenario, you should consider that the Anchor Investors’ commitments under the Non-Redemption Agreements not to redeem or to transfer their shares of Class A Common Stock do not apply in circumstances where they are compelled to do so in connection with non-discretionary ETF or mutual fund pro rata rebalancing transfers. If one or more Anchor Investors was compelled to transfer shares of Class A Common Stock for this reason, it is possible that more than 14,890,663 Public Shares could be redeemed and that there may be less than approximately $147.9 million in cash available at Closing. The redemption of more than 14,890,663 Public Shares would change some of the figures presented in the maximum redemptions scenario in the unaudited pro forma financial data which follows. |
DYNS Pre-Business Combination |
New Senti Post-Business Combination |
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DYNS Common Stock |
Assuming No Redemption |
Assuming Maximum Redemption |
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Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned (2)(3)(4) |
% of Outstanding Shares of DYNS Common Stock |
Number of Shares |
% |
Number of Shares |
% |
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Directors and Executive Officers of DYNS |
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Dynamics Sponsor LLC (3) |
6,465,500 | 21.9 | % | 5,449,772 | 9.3 | % | 5,449,772 | 12.5 | % | |||||||||||||||
Omid Farokhzad (3)(4) |
6,465,500 | 21.9 | % | 5,749,772 | 9.7 | % | 5,749,772 | 13.0 | % | |||||||||||||||
Mostafa Ronaghi (3) |
6,465,500 | 21.9 | % | 5,749,772 | 9.7 | % | 5,749,772 | 13.0 | % | |||||||||||||||
Mark Afrasiabi |
— | — | ||||||||||||||||||||||
Rowan Chapman |
— | — | ||||||||||||||||||||||
Jay Flatley |
— | — | ||||||||||||||||||||||
David Epstein |
— | — | ||||||||||||||||||||||
Deep Nishar (5) |
— | — | ||||||||||||||||||||||
All Directors and Executive Officers of DYNS as a Group (7 Individuals) (6) |
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Directors and Executive Officers of the Combined Company After Consummation of the Business Combination |
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Timothy Lu, M.D., Ph.D. (7) |
— | — | 2,066,069 | 3.5 | % | 2,066,069 | 4.6 | % | ||||||||||||||||
Curt Herberts, M.B.S. (8) |
— | — | 453,284 | 0.8 | % | 453,284 | 1.0 | % | ||||||||||||||||
Deborah Knobelman, Ph.D. |
— | — | ||||||||||||||||||||||
Philip Lee, Ph.D. (9) |
— | — | 934,511 | 1.6 | % | 934,511 | 2.1 | % | ||||||||||||||||
James J. (Jim) Collins (10) |
— | — | 179,285 | 0.3 | % | 179,285 | 0.4 | % | ||||||||||||||||
Omid Farokhzad (3)(4) |
6,465,500 | 21.9 | % | 5,749,772 | 9.7 | % | 5,749,772 | 13.0 | % | |||||||||||||||
Brenda Cooperstone (11) |
— | — | 18,955 | 0.1 | %* | 18,955 | 0.1 | %* | ||||||||||||||||
Susan Berland (12) |
— | — | ||||||||||||||||||||||
David Epstein |
— | — | ||||||||||||||||||||||
Edward Mathers |
— | — | ||||||||||||||||||||||
All Directors and Executive Officers of the Combined Company as a Group (10 Individuals) |
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Five Percent Holders |
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Entities Affiliated with 8VC (13) |
— | — | 2,533,602 | 4.3 | % | 2,533,602 | 5.7 | % | ||||||||||||||||
Entities Affiliated with NEA (14) |
— | — | 4,423,228 | 7.5 | % | 4,423,228 | 10.0 | % | ||||||||||||||||
Bayer Healthcare LLC (15) |
— | — | 5,350,033 | 9.1 | % | 5,350,033 | 12.1 | % | ||||||||||||||||
Dynamics Sponsor LLC (3) |
6,465,500 | 21.9 | % | 5,499,772 | 9.3 | % | 5,499,772 | 12.5 | % |
* | Represents beneficial ownership of less than one tenth of one percent. |
(1) | The business address of each of the following entities and individuals is 2875 El Camino Real, Redwood City, CA 94061. |
(2) | Interests shown consist solely of founder shares, classified as Class B common stock. The Class B common stock will automatically convert on a one-for-one basis (subject to adjustment) into Class A common stock at the time of our initial business combination. |
(3) | Omid Farokhzad and Mostafa Ronaghi are the managers of the board of managers of our sponsor and have shared voting and investment discretion with respect to the founder shares held of record by Dynamics Sponsor LLC. Each such person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Accordingly, all of the shares held by our sponsor may be deemed to be beneficially owned by Omid Farokhzad and Mostafa Ronaghi. Each of our independent directors owns approximately 1.91% of the outstanding equity of our sponsor. In connection with the Non-Redemption Agreements, upon consummation of the Business Combination, it is anticipated that our Sponsor will forfeit 965,728 Founder Shares. |
(4) | Omid Farokhzad’s beneficial ownership interest in our sponsor is held indirectly through DYNAMICS GROUP, LLC. Mr. Farokhzad controls and is the sole member of DYNAMICS GROUP, LLC. |
(5) | Consists of shares held by , of which Mr. Nishar is co-trustee (with shared voting and dispositive power) and as to which Mr. Nishar disclaims beneficial ownership, except to the extent of his distributable interest in the trust. |
(6) | All of our officers and directors own limited liability company interests of our Sponsor. |
(7) | Post-Business Combination consists of (i) shares of common stock held directly by Dr. Lu, (ii) shares of common stock held by Luminen Services, LLC, as Trustee of the Luminen Trust, of which Dr. Lu is the settlor, (iii) shares of common stock held by Dr. Lu’s wife, Sandy Shan Wang, (iv) shares of common stock issuable upon the conversion of Series A redeemable convertible preferred stock held directly by Dr. Lu, and (v) shares of common stock issuable upon exercise of stock options held by Dr. Lu that are exercisable within 60 days of , 2022. |
(8) | Post-Business Combination consists of shares of common stock held by the C. and E. Herberts Revocable Trust dated July 17, 2013, over which Mr. Herberts and his wife share voting and investment power as trustees. |
(9) | Post-Business Combination consists of shares of common stock held directly by Dr. Lee. |
(10) | Post-Business Combination consists of shares of common stock held directly by Dr. Collins. |
(11) | Post-Business Combination consists of shares of common stock issuable upon exercise of stock options held by Ms. Cooperstone that are exercisable within 60 days of , 2022. |
(12) | Post-Business Combination consists of shares of common stock issuable upon exercise of stock options held by Ms. Berland that are exercisable within 60 days of , 2022. |
(13) | Post-Business Combination consists of (i) shares of common stock issuable upon conversion of the Series A redeemable convertible preferred stock held by 8VC Fund I L.P., or 8VC, (ii) shares of common stock issuable upon conversion of the Series B redeemable convertible preferred stock held by 8VC, (iii) shares of common stock issuable upon conversion of the Series A redeemable convertible preferred stock held by 8VC Entrepreneurs Fund I, L.P., or 8VC Entrepreneurs, (iv) shares of common stock issuable upon conversion of the Series B redeemable convertible preferred stock held by 8VC Entrepreneurs, (vi) shares of New Senti common stock expected to be acquired in the PIPE Investment by 8VC Fund I, L.P., and (vii) shares of New Senti common stock expected to be acquired in the PIPE Investment by 8VC Entrepreneurs. 8VC GP I, LLC, or 8VC GP I, as the general partner of 8VC and 8VC Entrepreneurs, or the 8VC Entities, has sole voting and dispositive power with respect to the securities held by the 8VC Entities. Joe Lonsdale, in his capacity as the managing member of 8VC GP I, has sole voting and dispositive power with respect to the shares held by 8VC and 8VC Entrepreneurs. Mr. Lonsdale and 8VC GP I disclaim beneficial ownership of the shares held by the 8VC Entities. Mr. Kolicich, a member of Senti’s board of directors, is employed as a Partner of Eight Partners VC, LLC, which is an affiliate of the 8VC Entities, but does not have voting or investment power over the shares held by the 8VC Entities. The address of each of the 8VC Entities is 907 South Congress Avenue, Austin, Texas 78704. |
(14) | Post-Business Combination consists of (i) shares of common stock issuable upon the conversion of Series A redeemable convertible preferred stock held by New Enterprise Associates 15, L.P., or NEA 15, (ii) shares of common stock issuable upon the conversion of Series B redeemable convertible preferred stock held by NEA 15, (iii) shares of common stock issuable upon the conversion of Series A redeemable convertible preferred stock held by NEA Ventures 2018, L.P., or Ven 2018, and (iv) shares of New Senti common stock expected to be acquired in the PIPE Investment by NEA 15. The securities directly held by NEA 15 are indirectly held by NEA Partners 15, L.P., or NEA Partners 15, which is the sole general partner of NEA 15, NEA 15 GP, LLC, or NEA 15 LLC, which is the sole general partner of NEA Partners 15, and each of the individual managers of NEA 15 LLC. The individual managers of NEA 15 LLC, or collectively the NEA 15 Managers, are Forest Baskett, Anthony A. Florence, Mohamad Makhzoumi, Joshua Makower, Scott D. Sandell and Peter Sonsini. NEA 15, NEA Partners 15, NEA 15 LLC, and the NEA 15 Managers share voting and dispositive power with regard to the shares directly held by NEA 15. The securities directly held by Ven 2018 are indirectly held by Karen P. Welsh, the general partner of Ven 2018. Mr. Mathers, a member of Senti’s board of directors, is a Partner at New Enterprise Associates, Inc., which is affiliated with NEA 15 and Ven 2018, but does not have voting or investment power over the shares held by NEA 15 or Ven 2018. All indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares. The address for these entities and individuals is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. |
(15) | Consists of shares of common stock issuable upon the conversion of Series B redeemable convertible preferred stock held by Bayer HealthCare LLC, or Bayer. Mr. Cooper, a member of Senti’s board of directors, is employed as a Senior Director of Leaps by Bayer, which is an affiliate of the Bayer, but does no have voting or investment power over the shares held by Bayer. Bayer is an indirect wholly-owned subsidiary of Bayer AG, which may be deemed to be an indirect beneficial owner of the shares owned directly by Bayer. Kelly Gast, President of Bayer, and Brian Branca, Treasurer of Bayer, share voting and dispositive power over the shares held by Bayer. The address of Bayer is 100 Bayer Boulevard, Whippany, New Jersey 07981. |
Related Person |
Shares of Class A Common Stock |
Cash Purchase Price |
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S. Peter Lee (1) |
300,000 | $ | 3,000,000 | |||||
New Enterprise Associates 15, L.P. (2) |
1,250,000 | $ | 12,500,000 |
(1) | S. Peter Lee is the father of Philip Lee, Ph.D., Senti’s Chief Technology Officer. |
(2) | Mr. Mathers, a member of Senti’s board of directors, is employed as a Partner at New Enterprise Associates, Inc., which is affiliated with New Enterprise Associates 15, L.P. |
Participants |
Series A Redeemable Convertible Preferred Stock Purchased for Cash |
Series A Redeemable Convertible Preferred Stock Issued upon Conversion of Promissory Notes |
Total Series A Redeemable Convertible Preferred Stock Purchased |
Total Purchase Price |
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Timothy Lu (1) |
— | 158,950 | 158,950 | $ | 129,941.92 | |||||||||||
Entities affiliated with NEA (2) |
12,168,990 | 1,336,045 | 13,505,035 | $ | 21,082,219.07 | |||||||||||
Entities affiliated with 8VC (3) |
8,370,366 | — | 8,370,366 | $ | 13,750,000.25 |
(1) | Dr. Lu is Senti’s Chief Executive Officer and President and a member of Senti’s board of directors. |
(2) | Mr. Mathers, a member of Senti’s board of directors, is employed as a Partner at New Enterprise Associates, Inc., which is affiliated with New Enterprise Associates 15, L.P., or NEA 15, and NEA Ventures 2018, L.P., or Ven 2018. |
(3) | Mr. Kolicich, a member of Senti’s board of directors, is employed as a Partner of Eight Partners VC, LLC, which is an affiliate of 8VC Fund I L.P., or 8VC, and 8VC Entrepreneurs Fund I, L.P., or 8VC Entrepreneurs. |
Noteholders |
Aggregate Principal Amount |
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Entities affiliated with NEA (1) |
$ | 5,000,000.00 | ||
Entities affiliated with 8VC (2) |
$ | 2,231,640.00 |
(1) | Mr. Mathers, a member of Senti’s board of directors, is employed as a Partner at New Enterprise Associates, Inc., which is affiliated with NEA 15 and Ven 2018. |
(2) | Mr. Kolicich, a member of Senti’s board of directors, is employed as a Partner of Eight Partners VC, LLC, which is an affiliate of 8VC and 8VC Entrepreneurs. |
Participants |
Series B Redeemable Convertible Preferred Stock Purchased for Cash |
Series B Redeemable Convertible Preferred Stock Issued Upon Conversion of 2020 Notes |
Total Series B Redeemable Convertible Preferred Stock Purchased |
Total Purchase Price |
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Bayer Healthcare LLC (1) |
27,393,924 | — | 27,393,924 | $ | 44,999,998.98 | |||||||||||
Entities affiliated with NEA (2) |
— | 2,742,931 | 2,742,931 | $ | 4,055,232.88 | |||||||||||
Entities affiliated with 8VC (3) |
— | 1,530,308 | 1,530,308 | $ | 2,262,454.97 | |||||||||||
Matrix Partners China VI Hong Kong Limited |
6,087,537 | — | 6,087,537 | $ | 9,999,997.03 |
(1) | Mr. Cooper, a member of Senti’s board of directors, is employed as a Director of Venture Investments with Leaps by Bayer, an investment arm of Bayer AG, which is an affiliate of Bayer Healthcare LLC. |
(2) | Mr. Mathers, a member of Senti’s board of directors, is employed as a Partner at New Enterprise Associates, Inc., which is affiliated with NEA 15 and Ven 2018. |
(3) | Mr. Kolicich, a member of Senti’s board of directors, is employed as a Partner of Eight Partners VC, LLC, which is an affiliate of 8VC and 8VC Entrepreneurs. |
• | permit the Combined Company’s board of directors to issue up to 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 number of directors of the Combined Company may be changed only by resolution of the Combined Company’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 75% of all of the Combined Company’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors; |
• | provide that all vacancies, subject to the rights of any series of preferred stock, 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 the Combined Company’s stockholders may be called the Combined Company’s board of directors pursuant to a resolution adopted by a majority of the board; |
• | provide that the Combined Company’s board of directors will be divided into three classes of directors, with the directors serving three-year terms (see the section titled “ Management of the Combined Company |
• | not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of New Senti common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. |
• | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
• | an affiliate of an interested stockholder; or |
• | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
• | the relevant board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
• | on or subsequent to the date of the transaction, the initial business combination is approved by the board of directors and authorized at a meeting of the corporation’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
• | 1% of the total number of ordinary shares then outstanding; or |
• | the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
DYNS |
New Senti | |
Name Change | ||
DYNS’s current name is Dynamics Special Purpose Corp. | DYNS will change its corporate name to Senti Biosciences, Inc. | |
Purpose | ||
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition, DYNS has the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of DYNS, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving DYNS and one or more businesses. |
The purpose of the corporation will be to engage in any lawful act or activity for which corporations may be organized in Delaware. | |
Authorized Capital Stock | ||
The total number of shares of all classes of capital stock which DYNS is authorized to issue is 111,000,000 shares, each with a par value of $0.0001 per share, consisting of: DYNS Common Stock DYNS preferred stock |
The total number of shares of all classes of capital stock which New Senti is authorized to issue will be shares each with a par value of $0.0001 per share. New Senti Common Stock. New Senti preferred stock | |
Rights of Preferred Stock | ||
The Current Charter permits DYNS’s Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such | The Proposed Charter would permit the New Senti Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number |
DYNS |
New Senti | |
series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series of preferred stock and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL. |
of shares to be included in each such series, to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of the each series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock shall be stated in the resolution or resolutions adopted by the board providing for the issuance of such series of preferred stock and included in a Preferred Stock Designation filed pursuant to the DGCL. | |
Conversion | ||
The Class B Common Stock shall convert into Class A Common Stock on a one-for-one one-to-one. |
Any right of conversion of New Senti preferred stock, as it may be issued from time to time, into any other series of preferred stock or common stock, shall be fixed by the board as part of the preferred stock’s terms. | |
Number and Qualification of Directors | ||
Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the DYNS shall be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of DYNS. | Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the New Senti Board shall be determined from time to time by resolution of the majority of the board. Directors need not be stockholders of Senti. | |
Structure of Board; Election of Directors | ||
Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the Board is classified into three classes of directors with staggered terms of office. If the number of directors changes, the change will be distributed to keep the class sizes as close as possible, but a decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of |
Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Proposed Charter, the New Senti Board will be classified into three classes of directors with staggered terms of office. If the number of directors changes, the New Senti Board will determine the class or classes to which the increased or decreased number of directors shall be apportioned. A decrease in the number of directors will not shorten the term of any incumbent. If one or more series of preferred stock are granted the right to elect one or more directors, those directors shall be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. |
DYNS |
New Senti | |
directors shall be determined by a plurality of the votes cast. | Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors shall be determined by a plurality of the votes cast. | |
Removal of Directors | ||
Directors may be removed at any time, but only for cause and only by the affirmative vote of the majority of the voting power of all then outstanding capital shares of DYNS entitled to vote generally in the election of directors, voting together as a single class. |
Directors may be removed at any time, but only for cause and only by the affirmative vote of at least 75% of the voting power of all then outstanding capital shares of New Senti entitled to vote in the election of directors, voting together as a single class. | |
Voting | ||
Except as otherwise required by statute, the Current Charter or any Preferred Stock Designation, the DYNS Common Stock possesses all power of voting, and each share of DYNS Common Stock shall entitle the holder to one vote. The DYNS Common Stock shall generally vote as a single class. Subject to the rights of the holders of one or more series of preferred stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of preferred stock, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Current Charter, the Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter. The DYNS Common Stock shall not have the right to vote on any amendment to the Current Charter affecting the rights of any class of preferred stock or DYNS Common Stock if the Charter, including any Preferred Stock Designation, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or DYNS Common Stock. In addition, the powers, preferences, and rights of the Class B Common Stock may not be modified without the prior vote or written consent of a majority of the holders of the Class B Common Stock then outstanding. |
Except as otherwise required by statute, the Proposed Charter or any Preferred Stock Designation that may be adopted, the common stock will possess all power of voting, and each share of common stock shall entitle the holder to one vote. Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, as it may be issued from time to time, at all meetings at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Proposed Charter, the Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control. The common stock shall not have the right to vote on any amendment to the Proposed Charter affecting the rights of any class of preferred stock that may be issued, or common stock, if the Proposed Charter, including any Preferred Stock Designation which may be subsequently adopted, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or common stock. | |
Supermajority Voting Provisions | ||
Any amendment to Article IX of the Current Charter, restricting certain actions by DYNS prior to the Business Combination requires an affirmative vote of at least 65% of the holders of all then outstanding shares of DYNS Common Stock. | Removal of any director during their term may only be for cause and must be pursuant to the affirmative vote of not less than 75% of the voting power of the then outstanding capital stock entitled to vote in the election of directors and each class entitled to vote thereof as a class. |
DYNS |
New Senti | |
The Bylaws provide that any amendments to Article VIII of the Bylaws, concerning indemnification of directors, officers, and other specified individuals, requires an affirmative vote of at least 66.7% of the voting power of all outstanding shares of capital stock of DYNS. |
The affirmative vote of not less than 75% the then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class will be required to amend, alter, change or repeal the provisions of the Proposed Charter governing the election and functions of the board and the provisions governing certain other amendments to the Proposed Charter. | |
Cumulative Voting | ||
Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Current Charter bars cumulative voting. | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Proposed Charter bars cumulative voting. | |
Vacancies on the Board of Directors | ||
Vacancies may be filled soley and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | Vacancies may be filled exclusively by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen shall hold office for the remainder of the full term of the class of directors in which a new directorship was created or a vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier resignation, death or removal. | |
Special Meeting of the Board of Directors | ||
DYNS’s Bylaws provide that special meetings of DYNS may be called by the Executive Chair of the Board, the Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board. Notice of the special meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a special meeting and the meeting notice need not disclose the purpose of the meeting. | New Senti’s Bylaws will provide that special meetings of the New Senti Board may be called orally or in writing by or at the request of the Board of Directors, the Chairperson of the New Senti Board if one is elected, or the President. Notice of the special meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Proposed Charter or Bylaws or by statute, the Board may undertake any business permitted at a regular meeting at a special meeting and the meeting notice need not disclose the purpose of the meeting. | |
Amendment to Certificate of Incorporation | ||
The Current Charter may be amended as permitted under Delaware law. Prior to an initial Business Combination (as defined in the Current Charter), the Current Charter provides that any amendment to the business combination provisions of the Current Charter requires the approval of the holders of at least 65% of all outstanding shares of DYNS Common Stock. |
The Proposed Charter may be amended as permitted under Delaware law. In addition to any affirmative vote of the holders of any particular class or series of the capital stock of New Senti required by law or the Proposed Charter, including any Preferred Stock Designation, the affirmative vote of (i) the majority of the outstanding shares of capital stock entitled to vote on such amendment or appeal, and the affirmative vote of the |
DYNS |
New Senti | |
majority of the outstanding shares of each class entitlted to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose to amend or repeal the Proposed Charter and (ii) not less than 75% the then-outstanding shares of capital stock entitled to vote on such amendment and of each class entitled to vote thereon as a class to amend, alter, change or repeal the provisions of the Proposed Charter governing the election and functions of the board and certain other amendments to the Proposed Charter. | ||
Provisions Specific to a Blank Check Company | ||
The Current Charter prohibits DYNS from entering into a Business Combination with solely another blank check company or similar company with nominal operations. | Not applicable. | |
Amendment of Bylaws | ||
The Board is expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws may be adopted, amended, altered or repealed by DYNS stockholders by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding capital stock of DYNS entitled to vote in the election of directors, voting together as a class. Adoption and amendment of the Bylaws by stockholders shall not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | The board would be expressly authorized to adopt, amend, alter or repeal the Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws could be amended or repealed by New Senti stockholders by the affirmative vote of the holders of at least 75% of the voting power of all then outstanding capital stock of New Senti entitled to vote on such amendment or repeal, voting together as a class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class. | |
Quorum | ||
Board of Directors Stockholders. |
Board of Directors Stockholders. |
DYNS |
New Senti | |
If a quorum is not present, then the chairman of the meeting shall have power to adjourn the meeting until a quorum attends. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. |
and outstanding and entitled to vote on that matter shall constitute a quorum. If a quorum is not present, then the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer shall have power to adjourn the meeting until a quorum shall attend. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | |
Stockholder Action by Written Consent | ||
Under the Current Charter, any action required or permitted to be taken by the stockholders of DYNS must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B Common Stock with respect to which action may be taken by written consent. |
Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Senti must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. | |
Special Stockholder Meetings | ||
Subject to the rights, if any, of the holders of any outstanding series of preferred stock, and to the requirements of applicable law, special meetings of stockholders may be called only by the Executive Chair of the Board, the Chief Executive Officer of DYNS, or by a resolution passed by the majority of the Board. Special meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of special meeting sent to stockholders. | Subject to the rights of any outstanding series of preferred stock and the requirements of law, special meetings of stockholders may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office. Special meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings shall be limited to the purpose(s) for which the meeting was called, as indicated in the written notice of special meeting sent to stockholders. | |
Notice of Stockholder Meetings | ||
Except as otherwise provided in the Bylaws or permitted by statute, all notices of meetings with DYNS stockholders shall be in writing and shall be sent or otherwise given in accordance with DYNS’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deeme to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and in the case of a special meeting, the purpose or purposes for | Except as may otherwise be provided in the Bylaws or permitted by statute, all notices of meetings with New Senti stockholders shall be in writing and shall be sent or otherwise given in accordance with New Senti’s Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of meetings also may be |
DYNS |
New Senti | |
which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. |
given to stockholders by means of electronic transmission in accordance with statute. | |
Stockholder Nominations of Persons for Election as Directors | ||
Nominations of persons for election to DYNS’s Board may be made at an annual meeting or at a special meeting of stockholders at which directors are to be elected pursuant to DYNS’s notice of meeting only by giving notice to the Secretary. Notice must be received by the Secretary at the principal executive offices of DYNS (i) in the case of an annual meeting, not later than the close of business on the 90 th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by DYNS; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by DYNS. The stockholder’s notice to the Secretary must be in proper form, including all information required by the Bylaws and comply with all applicable requirements of the Exchange Act. |
Nominations of persons for election to New Senti’s board may be made at an annual meeting or at a special meeting of stockholders at which directors are to be elected pursuant to New Senti’s notice of meeting only by giving notice to the Secretary. Notice will be required to be received by the Secretary at the principal executive offices of New Senti (i) in the case of an annual meeting, not later than the close of business on the 90 th day nor earlier than the close of business on the 120th day before the one-year anniversary of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is first convened more than 30 days before or more than 60 days after such anniversary date, or if no annual meeting were held in the preceding year, notice by the stockholder to be timely must be so received not later than the close of business on the later of the 90th day prior to the scheduled date of such annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting was first made by New Senti. The stockholder’s notice to the Secretary must be in proper form, including all information to be required by the Bylaws and comply with all applicable requirements of the Exchange Act. | |
Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | ||
In order for a stockholder to bring a matter before the annual meeting, the stockholder must give timely notice to the Secretary of DYNS, as described in DYNS’s Bylaws. The notice requirements are also deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. |
In order for a stockholder to bring a matter before the annual meeting, the stockholder will be required to give timely notice to the Secretary of New Senti, as described in the Bylaws. The notice requirements will also be deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | |
Limitation of Liability of Directors and Officers | ||
To the fullest extent permitted by the DGCL, a director of DYNS shall not be personally liable to DYNS or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless such director violated his | To the fullest extent permitted by the DGCL, a director of New Senti shall not be personally liable to New Senti or its stockholders for monetary damages for breach of fiduciary duty as a director, except for breaches of their duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful |
DYNS |
New Senti | |
or her duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. |
payments of dividends, unlawful stock purchases or redemptions, or any transaction from which a director derived an improper personal benefit. | |
Indemnification of Directors, Officers, Employees and Agents | ||
DYNS is required to indemnify against all expenses to the fullest extent permitted by law any person made a party or is threatene to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent. |
New Senti will be required to indemnify against all expenses to the fullest extent permitted by law any director or officer made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, is serving or was serving, as a director, officer or employee of New Senti, or serves or served at any other enterprise as a director or officer at the request of New Senti. | |
Corporate Opportunity Provision | ||
The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | The doctrine of corporate opportunity, as applied under Delaware law, would apply without modification to directors and officers of New Senti under the Proposed Charter. | |
Dividends, Distributions and Stock Repurchases | ||
The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of DYNS preferred stock and the Current Charter requirements relating to business combinations, holders of shares of DYNS Common Stock are entitled to receive such dividends and other distributions (payable in cash, property or capital stock of DYNS) when, as and if declared thereon by DYNS’s Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | The Proposed Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of New Senti preferred stock that may be issued, holders of shares of common stock are entitled to receive such dividends when and as declared by New Senti’s Board or any authorized committee thereof out of any assets or funds legally available therefor. | |
Liquidation | ||
In the event of a voluntary or involuntary liquidation, dissolution or winding-up of DYNS, after payment of the debts and liabilities of DYNS and subject to the provisions of statute and the Current Charter and any rights of the holders of DYNS preferred stock, the holders of shares of DYNS Common Stock shall be |
In the event of a voluntary or involuntary liquidation, dissolution or winding-up of New Senti, after payment of the debts and liabilities of New Senti and subject to the provisions of statute and the Proposed Charter and any rights of the holders of any New Senti preferred stock that may be issued, the holders |
DYNS |
New Senti | |
entitled to all remaining assets of DYNS ratably on the basis of Class A Common Stock (on an as-converted basis with respect to the Class B Common Stock) they hold. |
of shares of common stock would be entitled to a distribution of all remaining net assets of New Senti ratably on the basis of the common stock they hold. | |
Inspection of Books and Records; Stockholder Lists | ||
Inspection Voting List |
Inspection Voting List | |
Choice of Forum | ||
Unless DYNS consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in the Current Charter as the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of DYNS, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of DYNS to DYNS or DYNS’s stockholders, (C) any action asserting a claim against DYNS, its directors, officers or employees arising pursuant to any provision of the DGCL or its Current Charter or the Bylaws, or (D) any action asserting a claim against DYNS, its directors, officers or employees governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. If the suit is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. This provision also does not apply for any claims made under the Securities Act and the rules and regulations issued thereunder, for which the U.S. federal courts will be the exclusive forum unless DYNS agrees otherwise in writing. | Unless New Senti consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in the Proposed Charter and bylaws as the sole and exclusive forum for any state law claims including (A) any derivative action or proceeding asserting a claim on behalf of New Senti, (B) any action or proceeding asserting a claim of or a claim based on breach of a fiduciary duty owed by any current or former director, officer, or other employee of New Senti to New Senti or New Senti’s stockholders, (C) any action or proceeding asserting a claim against New Senti arising pursuant to any provision of the DGCL or the Proposed Charter or Bylaws (including the interpretation, validity or enforceability thereof), or (D) (E) any action or proceeding asserting a claim governed by the internal affairs doctrine. This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. This This provision also does not apply for any claims made under the Securities Act and the rules and regulations issued thereunder, for which the U.S. federal courts will be the exclusive forum unless New Senti agrees otherwise in writing. Stockholders cannot waive compliance with the Securities Act, the Exchange Act or any other federal securities laws or the rules and regulations thereunder. |
Name 5 |
Age |
Position(s) Held | ||
Executive Officers |
||||
Timothy Lu, M.D., Ph.D. | 41 | Chief Executive Officer, President and Director | ||
Curt Herberts III | 40 | Chief Operating Officer | ||
Deborah Knobelman, Ph.D. | 48 | Chief Financial Officer | ||
Philip Lee, Ph.D. | 40 | Chief Technology Officer | ||
Non-Employee Directors |
||||
Susan Berland | 67 | Director | ||
Brenda Cooperstone, M.D. | 57 | Director | ||
Edward Mathers | 61 | Director | ||
James J. (Jim) Collins | 56 | Director | ||
Omid Farokhzad | 52 | Director | ||
David Epstein | 60 | Director | ||
Key Advisor |
||||
Jose Iglesias, M.D. | 65 | Chief Medical Advisor |
(a) | Member of the audit committee |
(b) | Member of the compensation committee |
(c) | Member of the nominating and corporate governance committee |
• | helping the Combined Company’s board of directors oversee the corporate accounting and financial reporting processes; |
• | managing and/or assessing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the Combined Company’s consolidated financial statements; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the Combined Company’s interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing related party transactions; |
• | reviewing the Combined Company’s policies on risk assessment and risk management; |
• | reviewing, with the independent registered public accounting firm, the Combined Company’s internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues; and |
• | pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm. |
• | reviewing and recommending to the Combined Company’s board of directors the compensation of the chief executive officer and other executive officers; |
• | reviewing and recommending to the Combined Company’s board of directors the compensation of the directors; |
• | administering the Combined Company’s equity incentive plans and other benefit programs; |
• | reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the Combined Company’s executive officers and other senior management; and |
• | reviewing and establishing general policies relating to compensation and benefits of the Combined Company’s employees, including the Combined Company’s overall compensation philosophy. |
• | identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Combined Company’s board of directors; |
• | considering and making recommendations to the Combined Company’s board of directors regarding the composition and chairpersonship of the board of directors and committees of the board of directors; |
• | reviewing developments in corporate governance practices; |
• | developing and making recommendations to the Combined Company’s board of directors regarding corporate governance guidelines and matters; and |
• | overseeing periodic evaluations of the Combined Company’s board of directors’ performance, including committees of the Combined Company’s board of directors. |
Page |
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DYNAMICS SPECIAL PURPOSE CORP. |
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F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
SENTI BIOSCIENCES, INC. |
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F-26 | ||||
Consolidated Financial Statements: |
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F-27 | ||||
F-28 | ||||
F-29 | ||||
F-30 | ||||
F-31 |
/s/ MarcumLLP |
Marcum LLP |
We have served as the Company’s auditor since 2021. |
Houston, Texas |
March 7, 2022 |
ASSETS |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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|
|
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Total current assets |
||||
Prepaid expenses—noncurrent |
|
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Investments held in Trust Account |
||||
|
|
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TOTAL ASSETS |
$ |
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|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||
Current liabilities: |
||||
Accounts payable and other current liabilities |
$ | |||
Accrued professional fees and other expenses |
||||
Franchise tax payable |
||||
|
|
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Total current liabilities |
||||
Deferred underwriting fee payable |
||||
|
|
|||
Total Liabilities |
||||
|
|
|||
Commitments and Contingencies (Note 6) |
||||
Class A common stock subject to possible redemption, (ass umed to be $ per share) |
||||
Stockholders’ Deficit |
||||
Preferred stock, $ |
||||
Class A common stock, $ outstanding (excluding |
||||
Class B common stock, $ |
||||
Additionalpaid-incapital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Stockholders’ Deficit |
( |
) | ||
|
|
|||
Total Liabilities and Stockholders’ Deficit |
$ |
|||
|
|
Professional fees and other expenses |
$ | |||
Franchise tax expense |
||||
|
|
|||
Loss from operations |
( |
) | ||
Interest and dividend income on investments held in Trust Account |
||||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class A common stock |
$ | ( |
) | |
|
|
|||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class B common stock |
$ | ( |
) | |
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—March 1, 2021 (Inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
||||||||||||||||||||||||||||
Sale of common stock in private placement to Sponsor, net of offering costs |
||||||||||||||||||||||||||||
Remeasurement of redeemable Class A common stock to redemption amount |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Waiver of deferred underwriting commissions by underwriter (see Note 6) |
||||||||||||||||||||||||||||
Net loss |
0 | 0 | ( |
) | ( |
) | ||||||||||||||||||||||
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|
|
|||||||||||||||
Balance—December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest and dividend income on investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable and other current liabilities |
||||
Accrued professional fees and other expenses |
||||
Franchise tax payable |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Cash deposited into Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from promissory note—related party |
||||
Repayment of promissory note—related party |
( |
) | ||
Proceeds from initial public offering, net of underwriting discount paid |
||||
Proceeds from sale of private placement shares |
||||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash—Beginning of period |
||||
|
|
|||
Cash—End of period |
$ |
|||
|
|
|||
Supplemental disclosures ofnon-cashinvesting and financing activities: |
||||
Remeasurementof Class A common stock subject to redemption to redemption value |
$ |
|||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
|||
Offering costs paid in exchange for issuance of Class B common stock to Sponsor |
$ | |||
|
|
|||
Waiver of deferred underwriting commissions by underwriter |
$ | |||
|
|
Gross proceeds |
$ | |||
Less: |
||||
Issuance costs allocated to Class A Common Stock |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
||||
|
|
|||
Class A Common Stock subject to possible redemption |
$ |
|||
|
|
For the Period from March 1, 2021 (Inception) Through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per share: |
||||||||
Numerator: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) |
Deferred tax assets: |
||||
Start-up costs |
$ | |||
Net operating loss carryforwards |
||||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
Deferred tax assets, net of allowance |
$ | |||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
||||
Income tax provision |
$ | |||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Other |
% | |||
Change in valuation allowance |
( |
)% | ||
Business Combination transaction costs |
( |
)% | ||
Income tax provision |
% | |||
Description |
Amount at Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||||||
December 31, 2021 |
||||||||||||||||||||
Assets |
||||||||||||||||||||
Investments held in Trust Account: |
||||||||||||||||||||
U.S. Treasury Securities |
$ | $ | $ | $ |
Page |
||||
F-26 | ||||
Consolidated Financial Statements: |
||||
F-27 | ||||
F-28 | ||||
F-29 | ||||
F-30 | ||||
F-31 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 56,034 | $ | 30,537 | ||||
Trade and other receivables |
483 | 88 | ||||||
Prepaid expenses and other current assets |
3,676 | 1,084 | ||||||
|
|
|
|
|||||
Total current assets |
60,193 | 31,709 | ||||||
|
|
|
|
|||||
Restricted cash |
3,257 | 497 | ||||||
Property and equipment, net |
12,368 | 3,312 | ||||||
Operating lease right-of-use |
20,708 | 12,827 | ||||||
Other long-term assets |
176 | — | ||||||
|
|
|
|
|||||
Total assets |
$ | 96,702 | $ | 48,345 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 5,187 | $ | 914 | ||||
Early exercise liability, current portion |
626 | — | ||||||
Preferred stock tranche liability |
— | 435 | ||||||
Deferred revenue |
1,656 | — | ||||||
Accrued expenses and other current liabilities |
5,331 | 1,998 | ||||||
Operating lease liabilities |
1,743 | 1,519 | ||||||
|
|
|
|
|||||
Total current liabilities |
14,543 | 4,866 | ||||||
Operating lease liabilities, net of current portion |
20,988 | 12,530 | ||||||
Deferred revenue, net of current portion |
176 | — | ||||||
Early exercise liability, net of current portion |
619 | — | ||||||
|
|
|
|
|||||
Total liabilities |
36,326 | 17,396 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 13) |
||||||||
Redeemable convertible preferred stock (A and B), $0.0001 par value; 99,734,554 shares authorized at December 31, 2021 and 2020; 99,734,543 and 58,948,067 shares issued and outstanding at December 31, 2021 and 2020, respectively; aggregate liquidation preference of $163.8 million and $96.8 million at December 31, 2021 and 2020, respectively |
171,833 | 89,662 | ||||||
Stockholders’ deficit: |
||||||||
Common stock, $0.0001 par value; 138,000,000 shares authorized at December 31, 2021 and 2020; 15,189,091 and 14,504,193 shares issued and outstanding at December 31, 2021 and 2020, respectively |
1 | 1 | ||||||
Additional paid-in capital |
3,618 | 1,043 | ||||||
Other comprehensive income |
— | — | ||||||
Accumulated deficit |
(115,076 | ) | (59,757 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
(111,457 | ) | (58,713 | ) | ||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
$ | 96,702 | $ | 48,345 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue: |
||||||||
Contract revenue |
$ | 2,291 | $ | 394 | ||||
Grant income |
470 | 172 | ||||||
|
|
|
|
|||||
Total revenue |
2,761 | 566 | ||||||
Operating expenses: |
||||||||
Research and development |
21,957 | 15,956 | ||||||
General and administrative |
21,250 | 9,304 | ||||||
|
|
|
|
|||||
Total operating expenses |
43,207 | 25,260 | ||||||
|
|
|
|
|||||
Loss from operations |
(40,446 | ) | (24,694 | ) | ||||
Other income (expense): |
||||||||
Interest income, net |
11 | 88 | ||||||
Change in fair value of convertible notes |
— | (720 | ) | |||||
Change in preferred stock tranche liability |
(14,742 | ) | 5,748 | |||||
Loss on impairment of fixed assets |
(22 | ) | (238 | ) | ||||
Other expense |
(120 | ) | (46 | ) | ||||
|
|
|
|
|||||
Total other income (expense), net |
(14,873 | ) | 4,832 | |||||
|
|
|
|
|||||
Net loss |
$ | (55,319 | ) | $ | (19,862 | ) | ||
|
|
|
|
|||||
Other comprehensive gain (loss): |
||||||||
Unrealized gain (loss) on investments |
$ | — | $ | (13 | ) | |||
|
|
|
|
|||||
Comprehensive loss |
$ | (55,319 | ) | $ | (19,875 | ) | ||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | (3.72 | ) | $ | (1.43 | ) | ||
|
|
|
|
|||||
Weighted-average shares outstanding, basic and diluted |
14,881,325 | 13,862,582 | ||||||
|
|
|
|
Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Other Comprehensive Income |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balance as of January 1, 2020 |
35,199,610 | $ | 57,408 | 13,679,638 | $ | 1 | $ | 438 | $ | (39,895 | ) | $ | 13 | $ | (39,443 | ) | ||||||||||||||||
Issuance of Series B redeemable convertible preferred stock, net of preferred stock tranche liability of $5.4 million and issuance costs of $0.3 million |
18,262,599 | $ | 24,314 | — | — | — | — | — | — | |||||||||||||||||||||||
Issuance of Series B redeemable convertible preferred stock, upon conversion of notes, net of preferred stock tranche liability of $0.8 million. |
5,485,858 | 7,940 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of common stock |
— | — | 824,555 | — | 333 | — | — | 333 | ||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | 272 | — | — | 272 | ||||||||||||||||||||||||
Unrealized loss on investments |
— | — | — | — | — | — | (13 | ) | (13 | ) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | (19,862 | ) | — | (19,862 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2020 |
58,948,067 | $ | 89,662 | 14,504,193 | $ | 1 | $ | 1,043 | $ | (59,757 | ) | $ | — | $ | (58,713 | ) | ||||||||||||||||
Issuance of Series B redeemable convertible preferred stock, including extinguishment of preferred stock tranche liability of $15.2 million, net of issuance costs of $6 thousand |
40,786,476 | 82,171 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of common stock |
— | — | 3,103,769 | — | 1,525 | — | — | 1,525 | ||||||||||||||||||||||||
Early exercise of common stock options |
— | — | (2,619,677 | ) | — | (1,329 | ) | — | — | (1,329 | ) | |||||||||||||||||||||
Vesting of early exercise of common stock options |
— | — | 200,806 | — | 84 | — | — | 84 | ||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | 2,295 | — | — | 2,295 | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (55,319 | ) | — | (55,319 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2021 |
99,734,543 | $ | 171,833 | 15,189,091 | $ | 1 | $ | 3,618 | $ | (115,076 | ) | $ | — | $ | (111,457 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (55,319 | ) | $ | (19,862 | ) | ||
Adjustments to reconcile net loss to net cash from operating activities: |
||||||||
Depreciation |
769 | 564 | ||||||
Amortization of operating lease right-of-use |
2,241 | 1,421 | ||||||
Accretion of discount on short-term investments |
— | (3 | ) | |||||
Change in fair value of convertible notes |
— | 720 | ||||||
Change in preferred stock tranche liability |
14,742 | (5,748 | ) | |||||
Stock-based compensation expense |
2,295 | 272 | ||||||
Loss on impairment of fixed assets |
22 | 238 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
(395 | ) | (10 | ) | ||||
Prepaid expenses and other assets |
(1,642 | ) | (231 | ) | ||||
Accounts payable |
(617 | ) | (324 | ) | ||||
Accrued expenses and other current liabilities |
2,574 | (37 | ) | |||||
Deferred revenue |
1,832 | 165 | ||||||
Operating lease liabilities |
(1,137 | ) | (1,338 | ) | ||||
|
|
|
|
|||||
Net cash from operating activities |
(34,635 | ) | (24,173 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities |
||||||||
Purchase of short-term investments |
— | (446 | ) | |||||
Maturity of short-term investments |
— | 12,965 | ||||||
Purchases of property and equipment |
(5,543 | ) | (1,161 | ) | ||||
|
|
|
|
|||||
Net cash from investing activities |
(5,543 | ) | 11,358 | |||||
|
|
|
|
|||||
Cash flows from financing activities |
||||||||
Proceeds from issuance of common stock upon exercise of stock options |
1,500 | 333 | ||||||
Proceeds from issuance of notes converted to Series B redeemable convertible preferred stock |
— | 8,000 | ||||||
Proceeds from issuance of Series B redeemable convertible preferred stock |
67,000 | 30,000 | ||||||
Payment of redeemable convertible preferred stock issuance costs |
(48 | ) | (282 | ) | ||||
|
|
|
|
|||||
Net cash from financing activities |
$ | 68,435 | $ | 38,051 | ||||
|
|
|
|
|||||
Net change in cash and cash equivalents |
28,257 | 25,236 | ||||||
Cash, cash equivalents, and restricted cash, beginning of the year |
31,034 | 5,798 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash, end of the year |
$ | 59,291 | $ | 31,034 | ||||
|
|
|
|
|||||
Supplemental disclosures of noncash financing and investing items |
||||||||
Purchase of property and equipment in accounts payable and accrued expenses |
$ | 4,439 | $ | 39 | ||||
Conversion of convertible notes to Series B redeemable convertible preferred stock and Series B preferred stock tranche liability |
— | 8,720 | ||||||
Recognition of Series B preferred stock tranche liability |
33 | 6,183 | ||||||
Extinguishment of Series B preferred stock tranche liability |
15,210 | — | ||||||
Deferred transaction costs related to pending business combination in accounts payable and accrued expenses |
1,429 | — | ||||||
Receivables in transit from issuance of common stock upon exercise of stock options |
25 | — |
December 31, |
||||||||
2021 |
2020 |
|||||||
Cash and cash equivalents |
56,034 | 30,537 | ||||||
Restricted cash |
3,257 | 497 | ||||||
|
|
|
|
|||||
Total |
$ | 59,291 | $ | 31,034 | ||||
|
|
|
|
• | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
• | Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
• | Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. |
Small equipment |
2 years | |||
Computer equipment and software |
3 years | |||
Laboratory equipment |
5-7 years |
|||
Furniture and fixtures |
5-7 years |
|||
Leasehold improvements |
Shorter of the lease term and the useful life |
December 31, 2021 |
||||||||||||||||
Amortized Cost |
Unrealized Gain |
Unrealized Loss |
Estimated Fair Value |
|||||||||||||
Cash equivalents: |
||||||||||||||||
Money market fund |
$ | 56,034 | $ | — | $ | — | $ | 56,034 | ||||||||
Restricted cash: |
||||||||||||||||
Money market fund |
3,257 | $ | — | $ | — | 3,257 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 59,291 | $ | — | $ | — | $ | 59,291 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||||
Amortized Cost |
Unrealized Gain |
Unrealized Loss |
Estimated Fair Value |
|||||||||||||
Cash equivalents: |
||||||||||||||||
Money market fund |
$ | 30,387 | $ | — | $ | — | $ | 30,387 | ||||||||
Restricted cash: |
||||||||||||||||
Money market fund |
497 | — | — | 497 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 30,884 | $ | — | $ | — | $ | 30,884 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market fund |
$ | 56,034 | $ | — | $ | — | $ | 56,034 | ||||||||
Restricted cash: |
||||||||||||||||
Money market fund |
3,257 | — | — | 3,257 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 59,291 | $ | — | $ | — | $ | 59,291 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market fund |
$ | 30,387 | $ | — | $ | — | $ | 30,387 | ||||||||
Restricted cash: |
||||||||||||||||
Money market fund |
497 | 497 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 30,884 | $ | — | $ | — | $ | 30,884 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Preferred stock tranche liability |
$ | — | $ | — | $ | 435 | $ | 435 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
$ | — | $ | — | $ | 435 | $ | 435 | ||||||||
|
|
|
|
|
|
|
|
On Issuance |
||||
Interest rate |
8.00 | % | ||
Discount rate |
6.78 | % | ||
Time to maturity (years) |
0.49 | |||
Probability of automatic conversion upon qualified financing |
95.0 | % | ||
Probability of optional conversion |
2.5 | % | ||
Probability of no conversion |
2.5 | % | ||
Conversion Price |
$ | 1.4784 |
Fair Value |
||||
Proceeds from issuance in August 2020 |
$ | 8,000 | ||
Change in fair value of convertible notes |
720 | |||
Conversion to Series B redeemable convertible preferred stock |
(7,940 | ) | ||
Recognition of preferred stock tranche liability |
(780 | ) | ||
|
|
|||
Balance as of December 31, 2020 |
$ | — | ||
|
|
October 22, 2020 Initial Measurement Date |
December 28 and December 31, 2020 Subsequent Measurement Dates | |||||||
Tranche 2 Call Option |
Tranche 3 Call Option |
Tranche Features 2 and 3 Call Option |
Tranche 2 and 3 Forward Contracts | |||||
Estimated fair value of Series B redeemable convertible preferred stock (1) |
$1.25 | $1.25 | $1.62 | $1.62 | ||||
Discount rate |
0.12% | 0.17% | 0.11% | 0.11% | ||||
Time to liquidity (years) |
0.9 | 2.2 | 0.5 | 0.5 | ||||
Expected volatility |
54.9% | 54.9% | 73.8% | N/A | ||||
Probability of call option and forward contract |
N/A | N/A | 10% | 90% | ||||
Strike Price |
$1.6427 | $1.6427 | $1.6427 | $1.6427 | ||||
Value of each tranche feature |
$0.143 | $0.199 | $0.326 | $(0.023) |
(1) | Fair value of the Series B redeemable convertible preferred stock was estimated using the Backsolve method. |
May 14, 2021 | ||||
Tranches 2 and 3 | ||||
Public Scenario |
Staying Private Scenario | |||
Call |
Call | |||
Estimated fair value of Series B redeemable convertible preferred stock |
$2.18 | $1.58 | ||
Scenario weighting |
75.0% | 25.0% | ||
Value of each tranche feature |
$1.637 | $0.395 | ||
|
| |||
Weighted-average value of Series B redeemable convertible preferred stock |
$2.032 |
Preferred Stock Tranche Liability |
||||
Initial closing on October 22, 2020 |
$ | 6,120 | ||
Forfeiture of tranche rights |
(780 | ) | ||
Change in fair value |
(4,968 | ) | ||
Second closing on December 28, 2020 |
$ | 63 | ||
|
|
|||
Balance as of December 31, 2020 |
435 | |||
Recognition of tranche rights from January 2021 issuance |
33 | |||
Change in fair value |
14,742 | |||
Tranche liability extinguishment |
(15,210 | ) | ||
|
|
|||
Balance as of December 31, 2021 |
$ | — | ||
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Deposits |
$ | 1,157 | $ | 25 | ||||
SPAC deferred offering costs |
1,446 | — | ||||||
Unbilled contract |
— | 229 | ||||||
Other |
1,073 | 830 | ||||||
|
|
|
|
|||||
Total prepaid expenses and other current assets |
$ | 3,676 | $ | 1,084 | ||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Lab equipment |
$ | 4,988 | $ | 3,459 | ||||
Leasehold improvements |
431 | 158 | ||||||
Computer equipment and software |
262 | 214 | ||||||
Furniture and fixtures |
294 | 232 | ||||||
Construction in progress |
8,048 | 231 | ||||||
|
|
|
|
|||||
Property and equipment at cost |
14,023 | 4,294 | ||||||
Less: accumulated depreciation |
(1,655 | ) | (982 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 12,368 | $ | 3,312 | ||||
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Accrued professional and service fees |
$ | 2,555 | $ | 54 | ||||
Accrued employee related expenses |
2,665 | 1,933 | ||||||
Other accrued expenses |
111 | 11 | ||||||
|
|
|
|
|||||
Total accrued expenses and other current liabilities |
$ | 5,331 | $ | 1,998 | ||||
|
|
|
|
December 31, 2021 |
||||||||||||||||||||
Issue Price |
Shares Authorized |
Shares Issued and Outstanding |
Net Carrying Value |
Aggregate Liquidation Preference |
||||||||||||||||
Series A |
$ | 1.6427 | 35,199,610 | 35,199,610 | $ | 57,408 | $ | 57,822 | ||||||||||||
Series B |
$ | 1.6427 | 64,534,944 | 64,534,933 | $ | 114,425 | $ | 106,012 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
99,734,554 | 99,734,543 | $ | 171,833 | $ | 163,834 | ||||||||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||||||||
Issue Price |
Shares Authorized |
Shares Issued and Outstanding |
Net Carrying Value |
Aggregate Liquidation Preference |
||||||||||||||||
Series A |
$ | 1.6427 | 35,199,610 | 35,199,610 | $ | 57,408 | $ | 57,822 | ||||||||||||
Series B |
$ | 1.6427 | 64,534,944 | 23,748,457 | $ | 32,254 | $ | 39,012 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
99,734,554 | 58,948,067 | $ | 89,662 | $ | 96,834 | ||||||||||||||
|
|
|
|
|
|
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Series A and B redeemable convertible preferred stock |
99,734,543 | 58,948,067 | ||||||
Stock options to purchase common stock |
11,711,174 | 4,173,285 | ||||||
Common stock options available for future grant under stock option plan |
3,666,927 | 12,857,369 | ||||||
|
|
|
|
|||||
Total |
115,112,644 | 75,978,721 | ||||||
|
|
|
|
Number of Options |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value (in Thousands) |
|||||||||||||
Outstanding at December 31, 2020 |
4,173,285 | $ | 0.49 | 8.9 | $ | 199 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Granted |
10,800,000 | $ | 0.89 | |||||||||||||
Exercised |
(3,103,769 | ) | $ | 0.43 | ||||||||||||
Forfeited |
(158,342 | ) | $ | 0.65 | ||||||||||||
Expired |
— | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Outstanding at December 31, 2021 |
11,711,174 | $ | 0.86 | 9.1 | $ | 11,304 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Vested and exercisable at December 31, 2021 |
1,381,326 | $ | 0.48 | 7.7 | $ | 1,781 | ||||||||||
|
|
|
|
|
|
|
|
Year Ended December 31, | ||||
2021 |
2020 | |||
Expected term (in years) |
6.03 | 6.03 | ||
Expected volatility |
82.3% | 83.3% | ||
Risk-free interest rate |
0.9% | 0.7% | ||
Dividend yield |
— % | — % |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
General and administrative |
$ | 1,940 | $ | 201 | ||||
Research and development |
355 | 71 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | 2,295 | $ | 272 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Supplemental cash flow information: |
||||||||
Operating cash flows from operating lease |
$ | (2,669 | ) | $ | (2,577 | ) | ||
ROU assets obtained in exchange for operating lease obligations |
10,153 | 513 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Weighted-average remaining lease term |
7.76 years | 6.33 years | ||||||
Weighted-average discount rate |
9.06 | % | 8.91 | % |
2022 |
$ | 2,770 | ||
2023 |
6,272 | |||
2024 |
7,266 | |||
2025 |
7,489 | |||
2026 |
7,723 | |||
Thereafter |
30,229 | |||
|
|
|||
Total undiscounted lease payments |
61,749 | |||
Less imputed interest |
(21,555 | ) | ||
Tenant improvement reimbursements |
(17,463 | ) | ||
|
|
|||
Total lease liabilities |
$ | 22,731 | ||
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating losses |
$ | 23,104 | $ | 15,543 | ||||
Tax credits |
4,915 | 2,775 | ||||||
Lease Liability |
6,350 | 3,930 | ||||||
Accruals and reserves |
738 | 526 | ||||||
Stock-based compensation |
28 | 17 | ||||||
Other |
600 | 2 | ||||||
|
|
|
|
|||||
Total deferred tax assets |
35,735 | 22,793 | ||||||
Deferred tax liabilities: |
||||||||
Operating lease right-of-use |
(5,789 | ) | (3,590 | ) | ||||
Fixed asset basis |
(236 | ) | (178 | ) | ||||
|
|
|
|
|||||
Total deferred tax liabilities |
(6,025 | ) | (3,768 | ) | ||||
Valuation allowance |
(29,710 | ) | (19,025 | ) | ||||
|
|
|
|
|||||
Net deferred taxes |
$ | — | $ | — | ||||
|
|
|
|
Amount |
Expiration Years |
|||||||
Net operating losses, federal (Post December 31, 2017) |
$ | 86,602 | Do Not Expire | |||||
Net operating losses, federal (Pre January 1, 2018) |
$ | 3,508 | 12/31/2031 | |||||
Net operating losses, state |
$ | 55,023 | 12/31/2032 | |||||
Tax credits, federal |
$ | 3,573 | 12/31/2032 | |||||
Tax credits, state |
$ | 3,120 | Do Not Expire | |||||
Net operating losses, foreign |
$ | 1,146 | Do Not Expire |
December 31, |
||||||||
2021 |
2020 |
|||||||
Statutory rate |
21.00 | % | 21.00 | % | ||||
State tax |
2.98 | % | 11.68 | % | ||||
Other |
(0.80 | )% | (0.05 | )% | ||||
Tax credits |
2.29 | % | 2.81 | % | ||||
Fair value of series B preferred stock tranche liability |
(5.60 | )% | 6.04 | % | ||||
Valuation allowance |
(19.87 | )% | (41.48 | )% | ||||
|
|
|
|
|||||
Total |
0.00 | % | 0.00 | % | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Net loss |
$ | (55,319 | ) | $ | (19,862 | ) | ||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted-average shares used in computing net loss per share, basic and diluted |
14,881,325 | 13,862,582 | ||||||
|
|
|
|
|||||
Net loss per share attributable to common stockholders, basic and diluted |
$ | (3.72 | ) | $ | (1.43 | ) | ||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Series A and B redeemable convertible preferred stock |
99,734,543 | 58,948,067 | ||||||
Potential issuance of Series B redeemable convertible preferred stock under Tranche 2 |
— | 19,683,025 | ||||||
Potential issuance of Series B redeemable convertible preferred stock under Tranche 3 |
— | 19,683,025 | ||||||
Stock options to purchase common stock |
11,711,174 | 4,173,285 | ||||||
Unvested early exercised options |
2,418,871 | — | ||||||
|
|
|
|
|||||
Total |
113,864,588 | 102,487,402 | ||||||
|
|
|
|
P AGE |
||||||
ARTICLE 1 | ||||||
CERTAIN DEFINITIONS | ||||||
Section 1.1 |
Definitions |
A-3 | ||||
Section 1.2 |
Certain Defined Terms |
A-14 | ||||
ARTICLE 2 | ||||||
THE MERGER | ||||||
Section 2.1 |
Closing Transactions | A-16 | ||||
Section 2.2 |
Contingency Consideration |
A-17 | ||||
Section 2.3 |
Closing of the Transactions Contemplated by this Agreement |
A-19 | ||||
Section 2.4 |
Allocation Schedule |
A-19 | ||||
Section 2.5 |
Treatment of Company Options |
A-20 | ||||
Section 2.6 |
Closing Actions and Deliverables |
A-20 | ||||
Section 2.7 |
Withholding |
A-22 | ||||
ARTICLE 3 | ||||||
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY | ||||||
Section 3.1 |
Organization and Qualification |
A-22 | ||||
Section 3.2 |
Capitalization |
A-23 | ||||
Section 3.3 |
Authority |
A-23 | ||||
Section 3.4 |
Subsidiaries |
A-24 | ||||
Section 3.5 |
Financial Statements; Undisclosed Liabilities |
A-24 | ||||
Section 3.6 |
Consents and Requisite Governmental Approvals; No Violations |
A-25 | ||||
Section 3.7 |
Permits |
A-26 | ||||
Section 3.8 |
Material Contracts |
A-26 | ||||
Section 3.9 |
Absence of Changes |
A-27 | ||||
Section 3.10 |
Litigation |
A-28 | ||||
Section 3.11 |
Compliance with Applicable Law |
A-28 | ||||
Section 3.12 |
Employee Benefit Plans |
A-28 | ||||
Section 3.13 |
Environmental Matters |
A-29 | ||||
Section 3.14 |
Intellectual Property |
A-30 | ||||
Section 3.15 |
Labor Matters |
A-31 | ||||
Section 3.16 |
Insurance |
A-33 | ||||
Section 3.17 |
Tax Matters |
A-33 | ||||
Section 3.18 |
Brokers | A-35 | ||||
Section 3.19 |
Real and Personal Property |
A-35 | ||||
Section 3.20 |
Transactions with Affiliates |
A-35 | ||||
Section 3.21 |
Data Privacy and Security |
A-36 | ||||
Section 3.22 |
Compliance with International Trade & Anti-Corruption Laws |
A-36 | ||||
Section 3.23 |
Information Supplied |
A-37 | ||||
Section 3.24 |
Regulatory Compliance |
A-37 | ||||
Section 3.25 |
Investigation; No Other Representations |
A-39 | ||||
Section 3.26 |
PPP Loans |
A-39 | ||||
Section 3.27 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES |
A-39 |
P AGE |
||||||
ARTICLE 4 | ||||||
REPRESENTATIONS AND WARRANTIES RELATING TO THE DYNS PARTIES | ||||||
Section 4.1 |
Organization and Qualification |
A-40 | ||||
Section 4.2 |
Authority |
A-40 | ||||
Section 4.3 |
Consents and Requisite Governmental Approvals; No Violations |
A-40 | ||||
Section 4.4 |
Brokers |
A-41 | ||||
Section 4.5 |
Information Supplied |
A-41 | ||||
Section 4.6 |
Capitalization |
A-41 | ||||
Section 4.7 |
SEC Filings |
A-41 | ||||
Section 4.8 |
Trust Account |
A-42 | ||||
Section 4.9 |
Transactions with Affiliates |
A-43 | ||||
Section 4.10 |
Litigation |
A-43 | ||||
Section 4.11 |
Compliance with Applicable Law |
A-43 | ||||
Section 4.12 |
Merger Sub Activities |
A-43 | ||||
Section 4.13 |
Internal Controls; Listing; Financial Statements |
A-43 | ||||
Section 4.14 |
No Undisclosed Liabilities |
A-44 | ||||
Section 4.15 |
Employee Matters |
A-44 | ||||
Section 4.16 |
Tax Matters |
A-45 | ||||
Section 4.17 |
Investigation; No Other Representations |
A-46 | ||||
Section 4.18 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES |
A-46 | ||||
ARTICLE 5 | ||||||
COVENANTS | ||||||
Section 5.1 |
Conduct of Business of the Company |
A-47 | ||||
Section 5.2 |
Efforts to Consummate |
A-50 | ||||
Section 5.3 |
Confidentiality and Access to Information |
A-51 | ||||
Section 5.4 |
Public Announcements |
A-52 | ||||
Section 5.5 |
Tax Matters |
A-53 | ||||
Section 5.6 |
Exclusive Dealing |
A-53 | ||||
Section 5.7 |
Preparation of Registration Statement/Proxy Statement |
A-54 | ||||
Section 5.8 |
DYNS Stockholder Approval |
A-55 | ||||
Section 5.9 |
Merger Sub Stockholder Approval |
A-56 | ||||
Section 5.10 |
Conduct of Business of DYNS |
A-56 | ||||
Section 5.11 |
Nasdaq Listing |
A-57 | ||||
Section 5.12 |
Trust Account |
A-58 | ||||
Section 5.13 |
Company Stockholder Approval |
A-58 | ||||
Section 5.14 |
DYNS Indemnification; Directors’ and Officers’ Insurance |
A-58 | ||||
Section 5.15 |
Company Indemnification; Directors’ and Officers’ Insurance |
A-59 | ||||
Section 5.16 |
Post-Closing Directors and Officers |
A-60 | ||||
Section 5.17 |
PIPE Subscriptions |
A-61 | ||||
Section 5.18 |
Expense Statement |
A-62 | ||||
Section 5.19 |
Transaction Litigation |
A-62 | ||||
Section 5.20 |
Grant of Options Under New Equity Incentive Plan |
A-62 | ||||
Section 5.21 |
Employee Stock Purchase Plan |
A-62 | ||||
Section 5.22 |
Section 280G |
A-63 | ||||
Section 5.23 |
Company Support Agreements |
A-63 |
P AGE |
||||||
ARTICLE 6 | ||||||
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT | ||||||
Section 6.1 |
Conditions to the Obligations of the Parties |
A-63 | ||||
Section 6.2 |
Other Conditions to the Obligations of the DYNS Parties |
A-64 | ||||
Section 6.3 |
Other Conditions to the Obligations of the Company |
A-65 | ||||
Section 6.4 |
Frustration of Closing Conditions |
A-65 | ||||
ARTICLE 7 | ||||||
TERMINATION | ||||||
Section 7.1 |
Termination |
A-66 | ||||
Section 7.2 |
Effect of Termination |
A-67 | ||||
ARTICLE 8 | ||||||
MISCELLANEOUS | ||||||
Section 8.1 |
Non-Survival |
A-67 | ||||
Section 8.2 |
Entire Agreement; Assignment |
A-67 | ||||
Section 8.3 |
Amendment |
A-67 | ||||
Section 8.4 |
Notices |
A-67 | ||||
Section 8.5 |
Governing Law |
A-68 | ||||
Section 8.6 |
Fees and Expenses |
A-68 | ||||
Section 8.7 |
Construction; Interpretation |
A-68 | ||||
Section 8.8 |
Exhibits and Schedules |
A-69 | ||||
Section 8.9 |
Parties in Interest |
A-69 | ||||
Section 8.10 |
Severability |
A-69 | ||||
Section 8.11 |
Counterparts; Electronic Signatures; Effectiveness |
A-69 | ||||
Section 8.12 |
Knowledge of Company; Knowledge of DYNS |
A-70 | ||||
Section 8.13 |
No Recourse |
A-70 | ||||
Section 8.14 |
Extension; Waiver |
A-70 | ||||
Section 8.15 |
Waiver of Jury Trial |
A-70 | ||||
Section 8.16 |
Submission to Jurisdiction | A-71 | ||||
Section 8.17 |
Remedies |
A-71 | ||||
Section 8.18 |
Trust Account Waiver |
A-71 |
Exhibit A | Form of Investor Rights Agreement | |
Exhibit B | Sponsor Support Agreement | |
Exhibit C | Form of Company Support Agreement | |
Exhibit D | Form of Major Holder Support Agreement |
Term |
Section | |
Additional Company Financial Statements |
5.7 |
Term |
Section | |
Additional DYNS SEC Reports |
4.7 | |
Agreement |
Introduction | |
Allocation Schedule |
2.4 | |
Audited Company Financial Statements |
3.5 | |
CARES Act |
3.17(o) | |
Certificate of Merger |
2.1(a)(ii) | |
Certificates |
2.1(a)(vii) | |
Closing |
2.3 | |
Closing Date |
2.3 | |
Closing Filing |
5.4(b) | |
Closing Option Awards |
5.20 | |
Closing Press Release |
5.4(b) | |
Company |
Introduction | |
Company Board |
Recitals | |
Company D&O Persons |
5.15(a) | |
Company D&O Tail Policy |
5.15(c) | |
Company Designees |
5.16(b) | |
Company Financial Statements |
3.5 | |
Company Related Party |
3.20 | |
Company Related Party Transactions |
3.20 | |
Company Stockholder Written Consent |
5.13 | |
Company Stockholder Written Consent Deadline |
5.13 | |
Contingency Consideration |
2.2(a)(ii) | |
Creator |
3.14(e) | |
DGCL |
Recitals | |
DYNS |
Introduction | |
DYNS Board |
Recitals | |
DYNS D&O Persons |
5.14(a) | |
DYNS D&O Tail Policy |
5.14(c) | |
DYNS Designee |
5.16(c) | |
DYNS Financial Statements |
4.13(d) | |
DYNS Related Party |
4.9 | |
DYNS Related Party Transactions |
4.9 | |
DYNS SEC Reports |
4.7 | |
DYNS Stockholders Meeting |
5.8 | |
Effective Time |
2.1(a)(ii) | |
Enforceability Exceptions |
3.3 | |
Exchange Agent |
2.6(a) | |
Exchange Agent Agreement |
2.6(a) | |
Exchange Fund |
2.6(c) | |
FDCA |
3.24(c) | |
First Level Contingency Consideration |
2.2(a)(i) | |
First Outside Date |
2.2(a)(i) | |
First Share Target |
2.2(a)(i) | |
Government Funded IP |
3.14(l) | |
Intended Tax Treatment |
Recitals | |
Interim Period |
5.1 | |
Investor Rights Agreement |
Recitals | |
Investors |
Recitals | |
Leased Real Property |
3.19(b) | |
Letter of Transmittal |
2.6(b) |
Term |
Section | |
Licensed Patents |
3.14(a) | |
Material Contracts |
3.8(a) | |
Material Permits |
3.7 | |
Merger |
Recitals | |
Merger Sub |
Introduction | |
New Equity Incentive Plan |
5.7 | |
New ESPP |
5.21 | |
Non-Redemption Agreements |
Recitals | |
Officers |
5.16(b) | |
Outside Dates |
2.2(a)(ii) | |
Parties |
Introduction | |
Permitted Transfer |
2.2(e) | |
PIPE Financing |
Recitals | |
Privacy and Data Security Policies |
3.21(a) | |
Privacy Requirements |
3.21(a) | |
Proxy Statement/Prospectus |
5.7 | |
Public Stockholders |
8.18 | |
Registration Statement |
5.7 | |
Registration Statement/Proxy Statement |
5.7 | |
Required Transaction Proposals |
5.8 | |
Rollover Option |
2.5(a) | |
Second Level Contingency Consideration |
2.2(a)(ii) | |
Second Outside Date |
2.2(a)(ii) | |
Second Share Target |
2.2(a)(ii) | |
Share Targets |
2.2(a)(ii) | |
Signing Filing |
5.4(b) | |
Signing Press Release |
5.4(b) | |
Sponsor |
Recitals | |
Sponsor Support Agreement |
Recitals | |
Subscription Agreements |
Recitals | |
Subsidiary Securities |
3.4(b) | |
Surviving Corporation |
2.1(a)(i) | |
Termination Date |
7.1(d) | |
Transaction Litigation |
5.19 | |
Trust Account |
8.18 | |
Trust Agreement |
4.8 | |
Trustee |
4.8 | |
Unaudited Company Financial Statements |
3.5 | |
VWAP |
2.2(a)(i) |
DYNAMICS SPECIAL PURPOSE CORP. | ||
By: | | |
Name: Mostafa Ronaghi | ||
Title: Chief Executive Officer | ||
EXPLORE MERGER SUB, INC. | ||
By: | | |
Name: Mostafa Ronaghi | ||
Title: President | ||
SENTI BIOSCIENCES, INC. | ||
By: | | |
Name: Timothy Lu | ||
Title: Chief Executive Officer |
DYNAMICS SPECIAL PURPOSE CORP . | ||
By: | ||
Name: |
Mostafa Ronaghi | |
Title: |
Chief Executive Officer |
INVESTORS: | ||
|
NEW HOLDER |
ACCEPTED AND AGREED: | |||||||
Print Name: | DYNAMICS SPECIAL PURPOSE CORP. | |||||||
By: |
By: | |||||||
Name: Mostafa Ronaghi | ||||||||
Title: Chief Executive Officer |
DYNAMICS SPECIAL PURPOSE CORP. | ||
By: | | |
Name: Mostafa Ronaghi | ||
Title: Chief Executive Officer | ||
EXPLORE MERGER SUB, INC. | ||
By: | | |
Name: Mostafa Ronaghi | ||
Title: President | ||
SENTI BIOSCIENCES, INC. | ||
By: | | |
Name: Timothy Lu | ||
Title: Chief Executive Officer |
DYNAMICS SPECIAL PURPOSE CORP. | ||||
By: | | |||
Name: | Mostafa Ronaghi | |||
Title: | Chief Executive Officer |
DYNAMICS SPONSOR LLC | ||||
By: | | |||
Name: | Mostafa Ronaghi | |||
Title: | President |
SENTI BIOSCIENCES, INC. | ||||
By: | | |||
Name: | Timothy Lu | |||
Title: | Chief Executive Officer |
Solely for purposes of Section 5 of this Agreement, the following Other DYNS Insiders |
|
Omid Farokhzad |
|
Mostafa Ronaghi |
|
Mark Afrasiabi |
|
Rowan Chapman |
David Epstein |
|
Jay Flatley |
|
Dipchand Nishar |
|
Robert Langer |
DYNAMICS SPECIAL PURPOSE CORP. | ||
By: | ||
Name: Mostafa Ronaghi | ||
Title: Chief Executive Officer | ||
SENTI BIOSCIENCES, INC. | ||
By: | ||
Name: Timothy Lu | ||
Title: Chief Executive Officer |
[[HOLDER] |
[ Type in name of individual Holder |
[ for an entity, use the following signature block instead |
[[HOLDER] |
[ Type in name of Holder entity |
By:_____________________________________ |
Name: |
Title:] |
Address for Notice: |
Email for Notice: |
Facsimile for Notice: |
Holder |
Number of Shares Held |
Type |
Address | |||
Common | ||||||
Preferred |
DYNAMICS SPECIAL PURPOSE CORP. | ||
By: | ||
Name: |
Mostafa Ronaghi | |
Title: |
Chief Executive Officer |
SENTI BIOSCIENCES, INC. | ||
By: | ||
Name: |
Timothy Lu | |
Title: |
Chief Executive Officer |
[ [HOLDER |
[ Type in name of individual Holder |
[ for an entity, use the following signature block instead |
[ [HOLDER | ||
[ Type in name of Holder entity | ||
By: | ||
Name: | ||
Title:] |
Address for Notice: |
Email for Notice: |
Facsimile for Notice: |
Holder |
Number of Shares Held |
Type |
Address |
|||||||||
Common | ||||||||||||
Preferred |
By: |
Name: |
Title: |
Page |
||||||
1. |
G ENERAL . |
C-1 | ||||
2. |
S HARES SUBJECT TO THE PLAN . |
C-1 | ||||
3. |
E LIGIBILITY AND LIMITATIONS . |
C-2 | ||||
4. |
O PTIONS AND STOCK APPRECIATION RIGHTS . |
C-3 | ||||
5. |
A WARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS . |
C-5 | ||||
6. |
A DJUSTMENTS UPON CHANGES IN COMMON STOCK ; OTHER CORPORATE EVENTS . |
C-7 | ||||
7. |
A DMINISTRATION . |
C-9 | ||||
8. |
T AX WITHHOLDING . |
C-11 | ||||
9. |
M ISCELLANEOUS . |
C-12 | ||||
10. |
C OVENANTS OF THE COMPANY . |
C-14 | ||||
11. |
A DDITIONAL RULES FOR AWARDS SUBJECT TO SECTION 409A. |
C-14 | ||||
12. |
S EVERABILITY . |
C-17 | ||||
13. |
T ERMINATION OF THE PLAN . |
C-17 | ||||
14. |
D EFINITIONS . |
C-17 |
1 |
Note to Draft: 7% of post-closing shares, assuming no redemptions |
1 |
Note to Draft: |
(a) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
(b) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. |
(c) | To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. |
(d) | Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director |
or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. |
(e) | Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
(f) | The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. |
(g) | A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. |
(h) | For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. |
(i) | For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section. |
(j) | The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to |
be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(k) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees). |
* | Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request. |
** | To be filed by amendment. |
^ | Previously filed. |
+ | Indicates management contract or compensatory plan. |
† | Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registration treats as private or confidential. |
(b) | Financial Statement Schedules. |
(a) | The undersigned registrant hereby undertakes: |
(1) | 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 of 1933; |
(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 Commission 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; and |
(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. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, 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. |
(3) | 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. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 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. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
DYNAMICS SPECIAL PURPOSE CORP. | ||
By: | /s/ Mostafa Ronaghi | |
Name: | Mostafa Ronaghi | |
Title: | Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Omid Farokhzard Omid Farokhzad |
Executive Chair of the Board of Directors | April 1, 2022 | ||
/s/ Mostafa Ronaghi Mostafa Ronaghi |
Chief Executive Officer and Director | April 1, 2022 | ||
/s/ Mark Afrasiabi Mark Afrasiabi |
Chief Financial Officer | April 1, 2022 | ||
/s/ David Epstein David Epstein |
Director | April 1, 2022 | ||
/s/ Jay Flatley Jay Flatley |
Director | April 1, 2022 | ||
/s/ Deep Nishar Deep Nishar |
Director | April 1, 2022 |