The outstanding shares of capital stock of CBLI IT are fully paid, nonassessable, and owned by the company. They are free of all liens and permitted liens. None of the subsidiaries of CBLI own any other equity securities or has any rights to such securities. Upon issuance of a stock certificate, CBLI will issue an X number of shares. The X number of shares issued will depend upon the type of security.
CBLI CYTO Restricted Stock Units
CYTO has no equity or capital stock in any person other than the company’s subsidiaries. As such, the company’s restricted stock units are not equity or capital stock. However, the company’s restricted stock units are convertible into shares of common stock. The Company’s Disclosure Letter includes the names of all of its subsidiaries and the jurisdictions in which they were formed, licensed and/or qualified.
The CYTO Plan refers to any plan maintained by CYTO and its subsidiaries. It excludes plans sponsored by governmental bodies. The term “CYTO Plan” includes the following:
In the event that the Company’s sydney olympic park vaccination centre Board of Directors decides to convert the CYTO Restricted Stock Units to shares of common stock, the Company will exchange the CYTO Restricted Shares for the corresponding CBLI Common Stock. This exchange will occur at the Effective Time. The CYTO Board of Directors shall take all actions necessary to give effect to this Section 2.11.
CYTO’s Fundamental Representations. The Company’s Financial Statements are subject to the definitions in Section 3.7. The CYTO Restricted Stock Units have a stated value of $0.35 per share. Each share represents a percentage of the total outstanding Preferred Stock of the Company. The Company’s Preferred Stock is issued by the Company’s subsidiary, Cyto. In addition, the CYTO Restricted Stock Units also have a 5% dividend per share.
The CYTO Restricted Stock Units are subject to tax rules. They cannot, therefore, be offered to investors. Therefore, before purchasing CYTO Restricted Stock Units, investors should carefully consider the tax ramifications.. The company has not engaged in any listed transactions. The CYTO Restricted Stock Units are subject to a 5% tax on earnings. However, the company may be required to pay gross-up tax and reimbursement on any transfer of CYTO Restricted Stock Units.
CBLI Valuation
The basis for the CBLI valuation is the volume weighted average trading price of the Company’s Common Stock, as reported by Bloomberg Financial Markets. The calculation is based on 30 Trading Days from the Closing Date, which is the date on which the Company’s shares were last traded. The Voting Agreement has the meaning set forth in the Recitals. The “WARN” is equivalent to equivalent foreign, state, or local law.
Both CYTO and CBLI are publicly traded companies. The parent company, CBLI, employs a management team of Christopher Zosh as executive vice president and chief financial officer, Andrei Gudkov as chief scientific officer, and Langdon Miller as chief medical officer. Regulatory affairs is managed by Vasiliy Kazey and Ann Hards. The CYTO management team includes Mike K. Handley, Noreen Griffin, Peter Aronstam, Clifford Selsky, and Fengping Shan.
The Exchange Agent, CBLI, and the Exchange Agent are responsible for paying dividends and other distributions to the shareholders of the Company’s Common Stock. All such amounts are included in the Exchange Fund until they are surrendered or submitted for exchange. As such, the Exchange Agent must ensure timely payment of these amounts to the appropriate Governmental Body. Ultimately, dividends and distributions will be paid to the owners of CBLI’s Common Stock.
The CYTO Restricted Stock Units would otherwise be entitled to a fraction of CBLI Common Stock upon the Merger. According to the terms of the Merger, the holders of the CYTO Restricted Stock Units would be paid in cash. They would receive a percentage of the CBLI Common Stock, rounded down to the nearest whole share. They would also receive a cash payment in accordance with Section 2.9.
CYTO IT Assets
CYTO IT Assets stock has underperformed the market in the past year, falling -84.0%, versus the SPY ETF’s gain of 2.7%. However, in the past three months, the stock has outperformed the market, rising 67.6% and outperforming the SPY ETF (-8.0%). The chart below also compares CYTO to other companies in the US Pharmaceuticals Industry.
Pre-Merger Capital Raise
A Pre-Merger Capital Raise for Stock CBLI is a transaction that involves the sale of the company’s common stock or preferred stock in exchange for cash. This capital raise is calculated by CBLI in consultation with outside legal counsel. The amount of Pre-Merger Capital Raise for Stock CBLI is based on the value of the company’s common stock and preferred stock.
The total number of shares of CBLI Common Stock is determined by dividing the number of outstanding shares of the company by the aggregate value of its Series A-2 Preferred Stock. The Series A-2 Preferred Liquidation Cap is equal to twenty percent (20%) of the Post-Merger CBLI Shares. The total number of Post-Closing CBLI Shares shall not exceed the Series A-2 Preferred Stock’s aggregate value of $12,000,000.
