AMENDMENT AGREEMENT with regard to PHARVARIS B.V. for the amended terms and conditions of the subscription of the Series B-1 Preferred Shares and Series B-2 Preferred Shares in the Company
Exhibit 10.3
1
with regard to
PHARVARIS B.V.
for the amended terms and conditions of the subscription of the
Series B-1 Preferred Shares and Series B-2 Preferred Shares in the Company
THIS AMENDMENT AGREEMENT is entered into on 29 July 2020 and made between:
| 1. | Pharvaris B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Leiden, The Netherlands (address: X.X. Xxxxxxx 00, 0000 XX Xxxxxx, the Netherlands, trade register number: 64239411) (the “Company”); |
| 2. | Foresite Capital Fund IV, L.P., a limited partnership under the laws of the state of Delaware, the United States of America, having its registered office at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 (“Foresite”); |
| 3. | Xxxx Capital Life Sciences Fund, L.P., an exempted limited partnership formed and registered under the laws of the Cayman Islands, having its registered office at XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX0-0000, Xxxxxx Xxxxxxx and registered with the Cayman Islands Registrar of Exempted Limited Partnerships (registration number 87418) (“Xxxx Capital”); |
| 4. | BCIP Life Sciences Associates, LP, a limited partnership formed under the laws of the state of Delaware, the United States of America, having its registered office at Suite 302, 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, 00000 and registered with the Secretary of State of the State of Delaware (registration number 6201990) (“BCIP”, and together with Xxxx Capital, “Xxxx”) |
| 5. | venBio Global Strategic Fund III, L.P., a Cayman Limited Partnership under the laws of the Cayman Islands (registration number Cert #WC-95981), having its registered office at 0000 Xxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 (“venBio”); |
| 6. | Venrock Healthcare Capital Partners III, L.P., a limited partnership formed under the laws of the state of Delaware, having its registered office at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000 (“Venrock-1”) and VHCP Co-Investment Holdings III, LLC, a limited liability company formed under the laws of the state of Delaware, having its registered office at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000 (“Venrock-2” and, together with Venrock-1, “Venrock”), |
| 7. | LSP V Cooperatieve U.A., a co-operative (coöperatie met uitgesloten aansprakelijkheid) organized and existing under the laws of the Netherlands, with its seat in Amsterdam, the Netherlands with address at Johannes Xxxxxxxxxxxx 0, 0000 XX Amsterdam, the Netherlands, registered with the Trade Register of the Chamber of Commerce under file number 61888575 (“LSP V”); |
| 8. | KURMA BIOFUND II, a private equity fund formed and existing under the laws of France, duly managed and represented by its management company Kurma Partners S.A., a limited company, with registered office at 000 Xxx Xxxxxx, 00000, Xxxxx (Xxxxxx), incorporated under the laws of France and registered with the Trade and Companies Registry of Paris, under number 510 043 136, acting on behalf of and representing (“Kurma”); and |
| 9. | (i) Objectif Innovation Patrimoine n°9 (“Idinvest-1”), (ii) Idinvest Patrimoine n°6 (“Idinvest-2”), (iii) Objectif Innovation 2019 (“Idinvest-3”) and (iv) Idinvest Patrimoine 2019 (“Idinvest-4”), each of the foregoing being private equity funds formed and existing under the laws of France, duly managed and represented by its management company Idinvest Partners S.A., a limited company, with registered office at 000 Xxxxxx xxx Xxxxxx Xxxxxxx, 00000, Xxxxx (Xxxxxx), incorporated under the laws of France and registered with the Trade and Companies Registry of Paris, under number 414 735 175 (“Idinvest Partners”), (which shall for the purpose of this Agreement be considered as one Party, and hereinafter collectively referred to as “Idinvest”), |
the parties under number 2 through 9 are collectively referred to as the “Series B Investors” and the “Subscribers” and each individually as a “Series B Investor” and a “Subscriber”; and the parties under 1 through 9 collectively referred to as the “Parties” and each individually as a “Party”.
WHEREAS
| A. | On 26 July 2019, the Company and the Series B Investors entered into a share subscription agreement with regard to the subscription of Series B-1 Preferred Shares and Series B-2 Preferred Shares in the Company (the “Share Subscription Agreement”). The Share Subscription Agreement is attached to this Amendment Agreement as Annex A. |
| B. | On 1 August 2019, the First Closing (as defined in the Share Subscription Agreement) took place pursuant to which the Series B-1 Preferred Shares were issued to the Series B Investors as referred to in Clause 2.1.3 of the Share Subscription Agreement. |
| C. | Pursuant to Clause 2.1.4 under (i) and (j) of the Share Subscription Agreement, Idinvest-1 and Idinvest-2 shall at the Milestone Closing subscribe for, acquire and pay up the Series B-2 Preferred Shares. However, Idinvest has indicated to the other Parties that it wishes that its Affiliates Idinvest-3 and Idinvest-4 subscribe for, acquire and pay up the Series B-2 Preferred Shares at the Milestone Closing. |
| D. | The Parties therefore wish to enter into this amendment agreement (the “Amendment Agreement”) in order to amend certain terms of the Share Subscription Agreement. |
| E. | The Parties have agreed to the proposed amendments to the Share Subscription Agreement as set out in this Agreement. |
IT IS AGREED as follows:
| 1 | INTERPRETATION |
| 1.1 | Construction |
| a. | Unless the context otherwise requires or unless otherwise defined in this Amendment Agreement, words and expressions defined in the Share Subscription Agreement have the same meaning when used in this Amendment Agreement. |
| b. | Clause 1 (Definitions and Interpretation) of the Share Subscription Agreement applies mutatis mutandis to this Amendment Agreement. |
| 2 | AMENDMENTS TO THE SHAREHOLDERS AGREEMENT |
| 2.1 | Amendment of the Party ‘Idinvest’ |
| 2.1.1 | The Parties agree that number 9 of the introduction to the Share Subscription Agreement shall be replaced by the following wording: |
“
| 9. | (i) Objectif Innovation Patrimoine n°9 (“Idinvest-1”), (ii) Idinvest Patrimoine n°6 (“Idinvest-2”), (iii) Objectif Innovation 2019 (“Idinvest-3”) and (iv) Idinvest Patrimoine 2019 (“Idinvest-4”), each of the foregoing being private equity funds formed and existing under the laws of France, duly managed and represented by its management company Idinvest Partners S.A., a limited company, with registered office at 000 Xxxxxx xxx Xxxxxx Xxxxxxx, 00000, Xxxxx (Xxxxxx), incorporated under the laws of France and registered with the Trade and Companies Registry of Paris, under number 414 735 175, (which shall for the purpose of this Agreement be considered as one Party, and hereinafter collectively referred to as “Idinvest”),” |
| 2.2 | Amendment of Clause 2.1.1 |
| 2.2.1 | The Parties agree that Clause 2.1.1 under (i) and (j) of the Share Subscription Agreement shall be replaced by the following wording: |
“
| i. | Idinvest-1 subscribing to Series B-1 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 410,602.55; |
| j. | Idinvest-2 subscribing to Series B-1 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 346,974.47;” |
| 2.2.2 | The Parties agree that the following wording shall be added to Clause 2.1.1 of the Share Subscription Agreement: |
“
| k. | Idinvest-3 subscribing to Series B-2 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 567,784.72; and |
| l. | Idinvest-4 subscribing to Series B-2 Preferred Shares (subject to the terms of this Agreement) for an aggregate amount of USD 674,632.61,” |
| 2.2.3 | The Parties agree that Clause 2.1.1 of the Share Subscription Agreement shall be replaced by the following wording: |
“the total price to be paid under (a) through (l), the “Subscription Price”.”
| 2.3 | Amendment of Clause 2.1.4 |
| 2.3.1 | The Parties agree that Clause 2.1.4 under (i) and (j) of the Share Subscription Agreement shall be replaced by the following wording: |
“
| i. | Idinvest-3 shall subscribe for, acquire and pay up 64,350 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 567,784.72; and |
| j. | Idinvest-4 shall subscribe for, acquire and pay up 76,460 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 674,632.61, |
the Series B-2 Preferred Shares to be issued as referred to in this Clause 2.1.4 under (a) through (j) together the “Milestone Tranche Shares” (the “Milestone Closing”).”
| 3 | FINAL PROVISIONS |
| 3.1.1 | Save as amended and varied pursuant to Clause 2 above, the terms and conditions of the Share Subscription Agreement shall remain unaffected and shall apply to each Party. Any reference in the Share Subscription Agreement to “this Agreement” shall be deemed to be a reference to the Share Subscription Agreement as amended by this Amendment Agreement. |
| 3.1.2 | Without prejudice to clause 3.1.1, the provisions of Clause 7.8 (No rescission), Clause 7.9 (Counterparts), Clause 7.13 (Governing Law) and Clause 7.14 (Disputes) shall also apply with respect to this Amendment Agreement. |
This Amendment Agreement has been entered into on the date stated at the beginning of this Amendment Agreement.
(signature pages follow)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| COMPANY: | ||
| PHARVARIS B.V. | ||
| By: | /s/ B.A.E. Modig | |
| Name: | B.A.E. Modig | |
| Title: | CEO | |
| Address: |
Pharvaris B.V. J.H. Xxxxxxx 00 0000 XX Xxxxxx The Netherlands Attn: B.A.E. Modig | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| FORESITE CAPITAL FUND IV, L.P. | ||
| By: Foresite Capital Management IV, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Chief Financial Officer | |
| Address: | Foresite Capital Fund IV, L.P. 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 The United States Attn: Xxxxxxx Xxxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| XXXX CAPITAL LIFE SCIENCES FUND, L.P. | ||
| By: Xxxx Capital Life Sciences Partners, L.P., its General Partner | ||
| By: Xxxx Capital Life Sciences Investors, LLC, its General partner | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Managing Director | |
| Address: | Xxxx Capital Life Sciences Fund, L.P. 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 The United States Attn: Xxxxx Xxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| BCIP LIFE SCIENCES ASSOCIATES, L.P. | ||
| By: Boylston Coinvestors, LLC | ||
| Its General Partner | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Authorized Signatory | |
| Address: | BCIP Life Sciences Associates, LP 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 The United States Attn: Xxxxx Xxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| VENBIO GLOBAL STRATEGIC FUND III, L.P. | ||
| By: venBio Global Strategic GP III, L.P., its General Partner | ||
| By: venBio Global Strategic GP III, Ltd, its General Partner | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Partner | |
| Address: | venBio Global Strategic Fund III, L.P. 0000 Xxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America Attn: Xxxxxxx Xxxxxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| LSP V COÖPERATIEVE U.A. | ||
| By: LSP V Management B.V. | ||
| By: | /s/ Martijn Kleijwegt | |
| Name: Martijn Kleijwegt | ||
| Title: Director | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| Address: | LSP V Coöperatieve U.A. Johannes Xxxxxxxxxxxx 0 0000 XX Xxxxxxxxx the Netherlands Attn: Bas Vaessen | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| KURMA BIOFUND II | ||
| By: KURMA PARTNERS S.A. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Managing Partner | ||
| Address: |
KURMA BIOFUND II 00 Xxx Xxxxxx, 00000, Xxxxx Xxxxxx Attn: Xxxx Xxxxxxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| VENROCK HEALTHCARE CAPITAL PARTNERS III, L.P. | ||
| By: VHCP Management III, LLC, its General Partner | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Authorized Signatory | ||
| Address: | Venrock Healthcare Capital Partners III, L.P. 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| VHCP CO-INVESTMENT HOLDINGS III, LLC | ||
| By: VHCP Management III, LLC, its Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Authorized Signatory | ||
| Address: |
VHCP Co-Investment Holdings III, LLC 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| INVESTORS: | ||
| OBJECTIF INNOVATION PATRIMOINE N°9 IDINVEST PATRIMOINE N°6 IDINVEST PATRIMOINE 2019 OBJECTIF INNOVATION 2019 | ||
| By: Idinvest Partners S.A., its General Partner | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Managing Partner | ||
| Address: |
000 Xxxxxx xxx Xxxxxx-Xxxxxxx 00000, Xxxxx Xxxxxx Attn: Xxxxxx Xxxxxx | |
SIGNATURE PAGE TO PHARVARIS B.V.
AMENDMENT AGREEMENT
ANNEX A – SHARE SUBSCRIPTION AGREEMENT
