Item 1.01 Entry into a Material Definitive Agreement.
On
The Series A Shares are governed by SML's Amended and Restated Articles of Association (the "Articles of Association") and have the following rights and preferences, among others:
· Liquidation preference - In the event of any liquidation or winding up of SML, the holders of the Series A Shares will be entitled to receive, in preference to the holders of SML's ordinary shares, an amount equal to the original purchase price of the Series A Shares or such higher amount as would be received if the Series A Shares were converted to ordinary shares immediately before the liquidation or winding up. · Conversion - The holders of the Series A Shares will have the right to convert the Series A Shares, at any time, into SML's ordinary shares. The Series A Shares will also automatically convert into ordinary shares upon the occurrence of a qualified IPO. The initial conversion rate will be 1:1, subject to adjustment upon the occurrence of certain events set forth in the Articles of Association. · Dividends - Dividends will be paid on the Series A Shares on an on-converted basis when paid on SML's ordinary shares. · Voting and consent rights - The Series A Shares will vote on an as-converted basis with SML's ordinary shares. In addition, so long as at least 30% of the Series A Shares issued pursuant to the Purchase Agreement are outstanding, the holders of the Series A Shares will have consent rights over certain actions by SML, including, without limitation, amendments to the Articles of Association in a manner adverse to the Series A Shares, issuances of securities senior to the Series A Shares, and changes to the size of SML's board of directors. · Board Representation - SML's board of directors consists of three directors, includingLeo Ehrlich , the Company's Chief Executive Officer, as the designee of the preferred shareholders. SML will not take certain actions without approval of its board of directors including the designee of the preferred shareholders, including, without limitation, incurring indebtedness above certain levels, changing SML's business, or enter into certain licensing or sales transactions involving SML's technology or intellectual property.
The Warrant has an exercise price of
The foregoing descriptions of the terms and conditions of the Purchase Agreement, Articles of Association and Warrant are not complete and are qualified in their entirety by the full text of the Purchase Agreement, Articles of Association and Warrant, which are filed herewith as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
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Item 7.01 Entry into a Material Definitive Agreement.
On
The information in this Current Report on Form 8-K under this Item 7.01, including the accompanying press release, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Series A Preferred Share Purchase Agreement, datedJune 9, 2022 , by and amongSqualus Med Ltd. andInnovation Pharmaceuticals Inc. 99.1 Press release datedJune 15, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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