Table of Contents
Capital LLC, or Carbona Capital, and John Carbona Charitable Remainder Trust, or Carbona Trust, entities affiliated with Mr. Carbona, owned all 1,000,000 shares of
outstanding capital stock until the termination of Mr. Carbona's employment in April 2015. In connection with the termination of Mr. Carbona's employment, we entered into a stock
transfer agreement with Carbona Capital, Carbona Trust and Mr. Carbona pursuant to which Carbona Capital and Carbona Trust transferred all of the 1,000,000 shares of Sixeva's outstanding
capital stock to us for no consideration, resulting in Sixeva becoming our wholly-owned subsidiary.
Transactions with White Rock Capital Partners, L.P.
In September 2012, we issued and sold a promissory note in the principal amount of $250,000 to White Rock Capital
Partners, L.P., or White Rock, a beneficial owner of more than 5% of our capital stock. The promissory note carried interest at an annual rate of 5% and had a stated maturity of
September 25, 2013, which was extended to September 25, 2014. In August 2014, we repaid the loan in full, including approximately $24,000 of accrued interest, with a portion of the net
proceeds from our Class C preferred stock financing.
Share Exchange Agreements
In January and February 2014, we entered into exchange agreements with White Rock, NRM VII Holdings I, LLC or NRM, JDH
Investment Management, LLC, or JDH Investment, West Summit and Mr. Carbona pursuant to which they exchanged 303,518, 303,518, 202,347, 202,347 and 202,347 shares of common stock,
respectively, for the same number of shares of Class B-1 preferred stock. White Rock, NRM, JDH Investment, West Summit and Mr. Carbona provided no additional consideration in connection
with the exchange. We estimate that, as of date of the exchange agreement, the fair value of the Class B-1 preferred shares issued in the exchange was $2.47 per share, compared to an estimated
$1.51 per share of the common shares surrendered in the exchange.
Exclusive Research Collaboration Agreement with Intrexon
On August 1, 2012, we, then known as BioLife Cell Bank, Inc., entered an exclusive research collaboration agreement with
Intrexon Corporation, or Intrexon. Intrexon's chief executive officer controls NRM, a beneficial owner of more than 5% of our capital stock. Pursuant to this agreement, we received a license to
Intrexon's technologies to research, develop and use adipose-derived and other stem cells for the development and commercialization of an autologous, genetically modified stem-cell therapy for humans
for the treatment of SMA. We also received an option to acquire the worldwide commercial rights to products developed pursuant to the agreement. If we had exercised the option under the agreement, we
would have paid Intrexon a technology access fee equal to the greater of 15 percent of the fair market value of our fully-diluted capital stock and $6.8 million, which fee could have
been paid in either cash or stock. On December 1, 2013, the agreement was terminated, and the option terminated unexercised, without payment of any consideration to Intrexon.
Private Placements of our Securities
Class B Preferred Stock Financing
In January 2014, we entered into a convertible note and Class B preferred stock purchase agreement, or the Class B
purchase agreement with PBM Capital Investments, LLC, or PBM, a beneficial owner of more than 5% of our capital stock. Pursuant to the Class B purchase agreement, we (i) issued
and sold to PBM a convertible promissory note in the principal amount of