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 Company will pay Oppenheimer & Co. a cash compensation of up to 3.0% of the gross proceeds from the sales of Placement Shares[162]. - 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 certifies that all representations and warranties in the Agreement are true and correct as of the date of the certificate[165]. - Climb Bio, Inc. has complied with all agreements and satisfied all conditions required by the Agreement[166]. - The Agreement is executed in counterparts, which are deemed original and valid for all purposes[152]. - The Company may not disclose any information gained in connection with the Agreement to third parties without written approval[153]. - The Agreement is governed by U.S. federal laws, including the ESIGN Act and the Uniform Electronic Transactions Act[152]. - The Company is represented by legal counsel in connection with the Agreement and its transactions[153]. - The Agreement includes provisions for electronic delivery and signatures, ensuring validity and effectiveness[152]. Common Stock Issuance - The company may issue and sell shares of common stock with a par value of $0.0001 per share, subject to certain limitations[1]. - The registration statement for the common stock was filed and declared effective by the SEC on November 22, 2024[2]. - The company will provide a prospectus supplement specifically related to the placement shares to be issued under this agreement[2]. - Each placement will require a notice to the agent detailing the maximum number of shares to be sold and the time period for sales[4]. - The agent will use commercially reasonable efforts to sell the placement shares as specified in the placement notice[6]. - Settlement for sales of placement shares will occur on the first trading day following the date of sale[10]. - The net proceeds delivered to the company will equal the aggregate gross sales price minus the agent's commission[10]. - The company is responsible for delivering freely tradeable shares on the settlement date[11]. - In case of default in delivering shares, the company must return the net proceeds to the agent by 5:00 P.M. on the settlement date[12]. - The Company has filed a Registration Statement with the Commission, which has been declared effective prior to the issuance of Placement Notices[15]. - The Placement Shares have been duly authorized for issuance and will be validly issued and fully paid when delivered[30]. - The Company has filed a Notification of Listing of Additional Shares with Nasdaq regarding the Placement Shares[24]. - The Company has the authorized and outstanding capitalization as set forth in its most recent annual report[29]. - The Company will file a prospectus supplement with the Commission detailing the number of Placement Shares sold and the Net Proceeds to the Company[86]. - The Company will not offer or sell any shares of Common Stock without the prior written consent of the Agent during specified trading periods[83]. Compliance and Regulatory Matters - 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 interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the required information[23]. - The Company has taken all necessary corporate actions for the execution and delivery of the Agreement[28]. - 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 possesses adequate licenses and permits necessary to conduct its business, with no known proceedings threatening their revocation[38]. - The Company and its Subsidiaries own all necessary intellectual property rights for their business operations, with no known infringements by third parties[40]. - All clinical trials and studies for Company Regulated Products have been conducted in compliance with applicable laws and regulations[46]. - The Company has not received any notices from regulatory authorities alleging non-compliance with applicable laws regarding Company Regulated Products[43]. - The Company has not been debarred or disqualified from participating in clinical trials or federal health care programs[47]. - The Company has maintained good and marketable title to all properties and assets owned, free from liens and encumbrances[37]. - There are no legal or regulatory investigations pending that would reasonably be expected to have a Material Adverse Effect on the Company[50]. - 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 must ensure compliance with all material environmental permits and conduct its business in substantial compliance with applicable Environmental Laws[7(s)]. Financial Reporting and Internal Controls - 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]. - There are no material weaknesses in the Company's internal controls over financial reporting[53]. - The Company is insured against customary losses and risks, with all insurance policies in full force and effect[62]. - The Company has not incurred any material liability under ERISA with respect to employee benefit plans[66]. - The Company will make generally available to its security holders an earnings statement covering a 12-month period not later than 15 months after the end of the current fiscal quarter[80]. - The Company will pay all expenses related to the preparation, filing, and delivery of the Registration Statement and Prospectus, including legal fees not to exceed $75,000 for executing the Agreement[81]. - The Company will file all required reports and definitive proxy statements with the Commission in a timely manner[76]. Indemnification and Termination - 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]. - 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 a 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]. - The Agreement will remain in full force unless terminated by mutual agreement or as specified in Sections 11(a), (b), or (c)[132]. Miscellaneous Provisions - Notices must be in writing and delivered to specified addresses for both the Agent and the Company[134]. - 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 between the Company and the Agent in connection with the transactions contemplated by the Agreement[147]. - The Company is responsible for its own legal, accounting, and tax advice regarding the transactions[147]. - The Agreement includes provisions for adjustments related to share splits or similar events[138].
Climb Bio, Inc(CLYM) - 2024 Q4 - Annual Results