AMENDMENT AND JOINDER TO JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
AMENDMENT AND JOINDER TO JOINT FILING AND SOLICITATION AGREEMENT
This Amendment and Joinder (this “Amendment”) is made and entered into as of April 18, 2022 to that certain Joint Filing and Solicitation Agreement, dated March 11, 2022 (the “Agreement”), by and among Velan Capital Partners LP, Velan Capital Holdings LLC (“Velan GP”), Velan Capital Investment Management LP (“Velan Capital”), Avego Management, LLC (“Avego”), Xxxxxx Xxxxxxxxxxxx, Repertoire Master Fund LP, Repertoire Holdings LLC, Repertoire Partners LP, Repertoire Partners GP LLC, Xxxxxx Xxxxxxxxx, Xxxx X. Xxxx, R. Xxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxx XxxXxxxxxx (collectively, the “Existing Members”) and Velan Capital Management LLC (“Velan IM GP”) and Xxxx Xxxxxx (together with Velan IM GP, the “New Members”).
WHEREAS, the Existing Members are parties to the Agreement, pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the Purposes (as defined in the Agreement);
WHEREAS, in connection with a reorganization of Velan GP and Velan Capital, (i) Xx. Xxxxxx became a Managing Member of Velan GP alongside Xx. Xxxxxxxxxxxx and (ii) Velan IM GP, of which Messrs. Xxxxxx and Xxxxxxxxxxxx are Managing Members, replaced Avego as the general partner of Velan Capital; and
WHEREAS, in connection with the foregoing, the Existing Members desire to remove Avego as a party to the Agreement and to add the New Members as parties to the Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, Avego is removed as a party to the Agreement and the New Members are joined as parties to the Agreement.
2. The New Members agree to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
3. This Amendment may be executed in one or more facsimile, portable document format (pdf) or original counterparts, all of which shall be deemed to be originals and all of which together shall constitute one and the same agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
Velan Capital Partners LP | |||
By: | Velan Capital Holdings LLC General Partner | ||
By: |
/s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Managing Member |
Velan Capital Holdings LLC | |||
By: |
/s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Managing Member |
Velan Capital Investment Management LP | |||
By: | Velan Capital Management LLC General Partner | ||
By: |
/s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Managing Member |
Velan Capital Management LLC | |||
By: |
/s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Managing Member |
/s/ Xxxx Xxxxxx | |
Xxxx Xxxxxx Individually and as attorney-in-fact for Xxxx X. Xxxx, R. Xxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxx XxxXxxxxxx |
/s/ Xxxxxx Xxxxxxxxxxxx | |
Xxxxxx Xxxxxxxxxxxx |
Avego Management, LLC | |||
By: |
/s/ Xxxxxx Xxxxxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxxxxx | ||
Title: | Managing Member |
Repertoire Master Fund LP | |||
By: | Repertoire Holdings LLC General Partner | ||
By: |
/s/ Xxxxxx Xxxxxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxx | ||
Title: | Managing Member |
Repertoire Holdings LLC | |||
By: |
/s/ Xxxxxx Xxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxx | ||
Title: | Managing Member |
Repertoire Partners LP | |||
By: | Repertoire Partners GP LLC General Partner | ||
By: |
/s/ Xxxxxx Xxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxx | ||
Title: | Managing Member |
Repertoire Partners GP LLC | |||
By: |
/s/ Xxxxxx Xxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxx | ||
Title: | Managing Member |
/s/ Xxxxxx Xxxxxxxxx | |
Xxxxxx Xxxxxxxxx |