Lexeo Therapeutics(LXEO) - 2025 Q3 - Quarterly Results

SECURITIES PURCHASE AGREEMENT Introduces the Securities Purchase Agreement for pre-funded warrants, outlining legal framework and key parties Introduction and Recitals This section introduces the Securities Purchase Agreement between Lexeo Therapeutics, Inc. and the Purchasers, outlining the Company's intent to issue and sell pre-funded warrants (Securities) and the Purchasers' intent to buy them, in reliance on a securities registration exemption. It also notes the engagement of Leerink Partners LLC as the placement agent and the contemporaneous execution of a Registration Rights Agreement - The Securities Purchase Agreement is dated October 16, 2025, between Lexeo Therapeutics, Inc. and the Purchasers listed in Exhibit A[7] - The agreement relies on the exemption from securities registration under Section 4(a)(2) of the Securities Act of 1933[8] - The Company will issue and sell pre-funded warrants (Securities) to purchase common stock, and a Registration Rights Agreement will be executed concurrently[8] 1. Definitions Defines key terms for consistent interpretation throughout the Securities Purchase Agreement 1.1 Defined Terms This section provides a comprehensive list of defined terms used throughout the Securities Purchase Agreement, ensuring clarity and consistent interpretation of the contractual language - Key terms defined include 'Actions,' 'Affiliate,' 'Agreement,' 'Closing,' 'Common Stock,' 'Material Adverse Effect,' 'Purchaser,' 'Securities,' 'Warrants,' and 'Warrant Shares,' among others[9][10][11][16][19][34][39][46][52][53] 2. Purchase and Sale of Securities Outlines the Company's sale and Purchasers' acquisition of Securities, covering pricing, payment, and closing 2.1 Purchase and Sale This subsection details the Company's agreement to sell, and each Purchaser's agreement to buy, a specific number and type of Securities for a set Subscription Amount and purchase price per Warrant on the Closing Date - The Company agrees to sell, and each Purchaser agrees to buy, the Securities for the Subscription Amount specified in Exhibit A[55] Securities Purchase Details | Item | Detail | | :--- | :--- | | Purchase Price per Warrant | $7.9999 | 2.2 Closing This subsection outlines the procedures for the closing of the purchase and sale of Securities, including the Closing Date, payment method, and provisions for returning funds if the closing does not occur as scheduled - The Closing Date is October 20, 2025, with the closing occurring remotely via document exchange[17][56] - Securities will be issued against full payment by wire transfer of immediately available funds[56] - If closing fails within three business days after the Closing Date, previously wired amounts will be promptly returned to Purchasers[56] 3. Representations and Warranties of the Company The Company provides assurances on its financial health, legal standing, operations, and regulatory compliance 3.1 Financial Statements The Company represents that its financial statements in SEC Reports comply with applicable requirements, fairly present its financial position, and are prepared in accordance with GAAP, with no material undisclosed liabilities - Financial statements in SEC Reports comply with Securities Act/Exchange Act, fairly present financial position, and are prepared in conformity with GAAP[58] - No material liabilities, contingent or otherwise, incurred outside the ordinary course of business since the date of the financial statements, that would have a Material Adverse Effect[58] 3.2 No Material Adverse Change The Company warrants that there has been no material adverse change in its capital stock, debt, or overall business, properties, management, financial position, results of operations, or prospects since the date of its most recent financial statements - No material change in capital stock, short-term debt, or long-term debt (except as disclosed in SEC Reports)[59] - No material adverse change or development affecting the Company's business, financial position, or prospects[59] - No material transactions, liabilities, losses, or labor disputes not disclosed in SEC Reports[59] 3.3 Organization and Good Standing The Company affirms its due organization, valid existence, and good standing under Delaware law, possessing all necessary power and authority to conduct its business, and confirms it has no subsidiaries - The Company is duly organized, validly existing, and in good standing under Delaware law[61] - It possesses all necessary power and authority to own properties and conduct business, and has no subsidiaries[61] 3.4 Capitalization The Company represents its authorized capitalization, confirming that all outstanding shares are duly authorized, validly issued, fully paid, and non-assessable, with no outstanding rights or agreements for additional equity issuance beyond what is disclosed - Authorized capitalization consists of 500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock[62] - All outstanding capital stock is duly authorized, validly issued, fully paid, and non-assessable, free from pre-emptive rights[62] - No other outstanding rights, warrants, or options to acquire capital stock, except as described in SEC Reports and for equity incentive awards[62] 3.5 Stock Options The Company warrants that all Stock Options granted under its compensation plans were duly authorized, compliant with applicable laws and rules (including Nasdaq Market), and properly accounted for in its financial statements - Each Stock Option intended as an 'incentive stock option' under Section 422 of the Code so qualifies[63] - Each grant was duly authorized by necessary corporate action and made in accordance with Company Stock Plans, Exchange Act, and Nasdaq Market rules[63] - Each grant was properly accounted for in accordance with GAAP in the financial statements[63] 3.6 Due Authorization The Company represents that it has the full right, power, and authority to execute and deliver the Transaction Agreements and perform its obligations, including the issuance and sale of Securities and Warrant Shares, which are legal, valid, and binding obligations - The Company has full right, power, and authority to execute and deliver the Transaction Agreements and perform its obligations[64][65] - All necessary actions for authorization, execution, and delivery of Transaction Agreements and consummation of transactions have been duly taken[65] - Each Transaction Agreement is a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms (subject to bankruptcy/insolvency laws)[65] 3.7 Valid Issuance The Company warrants that the Warrant Shares are duly authorized and reserved, and upon exercise of the Warrants, will be validly issued, fully paid, non-assessable, and free of liens, and that the offer and sale of Securities comply with applicable registration exemptions - Warrant Shares are duly and validly authorized and reserved for issuance[66] - Upon issuance, Warrant Shares will be duly and validly issued, fully paid, non-assessable, and free of liens (except as provided in Transaction Agreements or securities laws)[66] - The offer and sale of Securities comply with applicable exemptions from registration and qualification requirements of federal and state securities laws[66] 3.8 No Violation or Default The Company represents that it is not in violation of its organizational documents, in default under any agreements, or in violation of any laws or regulations, except where such default or violation would not reasonably be expected to have a Material Adverse Effect - The Company is not in violation of its charter or bylaws[67] - The Company is not in default under any agreement or instrument, nor in violation of any law, statute, judgment, order, rule, or regulation, that would reasonably be expected to have a Material Adverse Effect[67] 3.9 No Conflicts The Company warrants that the execution, delivery, and performance of the Transaction Agreements and the issuance and sale of Securities will not conflict with its organizational documents, or result in a breach, default, or violation of any other agreements or laws, except for those that would not reasonably be expected to have a Material Adverse Effect - The execution, delivery, and performance of Transaction Agreements and the issuance/sale of Securities will not conflict with or violate the Company's organizational documents[68] - These actions will not result in a breach, default, termination, or imposition of liens under other agreements,