Equity Distribution Agreement - Climb Bio, Inc. has entered into an equity distribution agreement with Oppenheimer & Co. Inc. for the issuance and sale of common stock[1] - Climb Bio, Inc. has entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. for the sale of common stock[159] - The Agreement allows for the sale of shares at a minimum market price, with specific limits on the number of shares sold in a single trading day[159] - The Company will pay Oppenheimer & Co. Inc. a cash compensation of up to 3.0% of the gross proceeds from the sales of Placement Shares[162] Registration and Compliance - The registration statement for the securities was filed and declared effective by the SEC on November 22, 2024[2] - The Company has filed a Registration Statement with the Commission, which has been declared effective prior to the issuance of Placement Notices[15] - The Company is not an "ineligible issuer" and has not been a shell company for at least 12 months[19] - The Company is classified as an "emerging growth company" under the Securities Act[20] - The Company has complied with the reporting requirements of the Exchange Act and its Common Stock is listed on Nasdaq[24] - The Company has not distributed any offering material other than the Registration Statement and Prospectus[22] - The Company is obligated to comply with all requirements imposed by the Securities Act and the Exchange Act to facilitate the sale of Placement Shares[98] - All required filings with the Commission under the Securities Act must be completed prior to the issuance of any Placement Notice[116] Placement Shares - The Company will provide a prospectus supplement specifically related to the placement shares to be issued under this agreement[2] - The Placement Shares have been duly authorized for issuance and will be validly issued, fully paid, and nonassessable[30] - The Company will file a prospectus supplement with the Commission detailing the number of Placement Shares sold and the Net Proceeds[86] - Placement Shares must be approved for listing on Nasdaq or an application for listing must be filed prior to the First Placement Notice Date[117] Financial and Operational Statements - The financial statements present fairly the consolidated financial position of the Company and its Subsidiaries, prepared in compliance with GAAP[51] - The Company and its Subsidiaries maintain a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting[53] - The Company has timely prepared and filed all required tax returns and paid all material taxes owed, except those being contested in good faith[36] - The Company and its Subsidiaries have not incurred any material liabilities or obligations that could result in a Material Adverse Effect[33] Corporate Governance and Compliance - The Company has taken all requisite corporate actions necessary for the execution and delivery of the Agreement[28] - The Company has established and maintains effective disclosure controls and procedures to ensure material information is communicated to its principal executive and financial officers[52] - The Company has not engaged in dealings with any Sanctioned Persons or in Sanctioned Countries since April 24, 2019[59] - The Company has complied with anti-bribery and anti-money laundering laws in all jurisdictions where it operates[56] - The Company has no knowledge of any material weaknesses in its internal controls over financial reporting[53] Indemnification and Liability - The Company agrees to indemnify the Agent and its affiliates against any losses or claims arising from untrue statements or omissions in the Registration Statement or Prospectus[119] - The Agent agrees to indemnify the Company against losses related to untrue statements or omissions made in reliance on the Agent's Information[120] - The Company and the Agent will contribute to total losses in proportion to the benefits received from the sale of Placement Shares[125] - The indemnity and contribution agreements will survive regardless of any investigations or the delivery of Placement Shares[127] Termination and Notices - The Company has the right to terminate the Agreement at any time with ten days' prior written notice, effective at 4:05 P.M. New York City Time on the tenth day following receipt of such notice[129] - The Agent can terminate the Agreement if any Material Adverse Effect occurs that may impair the ability to sell Placement Shares[128] - Any termination of the Agreement shall not incur liability for any party, except for certain provisions that remain in effect[133] - Notices must be in writing and delivered to specified addresses for both the Agent and the Company[134] Miscellaneous Provisions - The Agreement is governed by the laws of the State of New York, and both parties waive the right to a jury trial[141] - The Company acknowledges that no fiduciary relationship is created with the Agent in connection with the transactions contemplated by the Agreement[147] - The Agent may assign its rights and obligations to an affiliate without the Company's consent, provided the affiliate is a registered broker-dealer[137] - The Agreement is executed in counterparts, which together constitute one and the same instrument[152] - The Agreement is governed by U.S. federal laws, including the ESIGN Act of 2000[152] Use of Proceeds - The Company will use the Net Proceeds as described in the Prospectus in the section entitled "Use of Proceeds"[82] Insurance and Environmental Compliance - The Company is insured against customary losses and risks, with all insurance policies in full force and effect[62] - The Company must maintain insurance in amounts that are reasonable and customary for its business operations[95] - The Company must maintain all necessary environmental permits to conduct its business[96]
Eliem Therapeutics(ELYM) - 2024 Q4 - Annual Results