Full Press Release Details
SHARE PURCHASE AGREEMENT
PURCHASE AGREEMENT (this Agreement ) is entered into as of November 14, 2022 (the Effective Date ), by and between Chione Limited (the Investor ), and Acrivon Therapeutics, Inc., a Delaware
corporation (the Company ).
WHEREAS, the Company is proposing to issue and sell to the Investor (the Offering )
$5,000,000 of the Company s common stock, $0.001 par value per share (the Common Stock ), in connection with the Company s initial public offering of Common Stock ( IPO ), pursuant to the terms and
subject to the conditions set forth in this Agreement;
WHEREAS, the closing of the Offering shall take place concurrently with the closing of the IPO and
at a price per share equal to the initial public offering price per share that the Common Stock is sold to the public in the IPO (the IPO Price ); provided, however, that such initial public offering price per share shall
not exceed $14 per share (the Cap Price and such time, the IPO Closing Time ), as set forth on the cover of the final prospectus filed with the Securities and Exchange Commission (the SEC );
WHEREAS, the Shares are being offered to the Investor pursuant to a private placement exemption from registration under the Securities Act of 1933, as
amended (the Securities Act ); and
WHEREAS, in order to effect the IPO, the Company shall enter into an Underwriting Agreement (the
Underwriting Agreement ) with Jefferies LLC, Cowen and Company, LLC and Piper Sandler & Co., as representative of the several underwriters named therein (acting in such capacity, collectively, the
Underwriters ), substantially in the form attached hereto as Exhibit A;
NOW, THEREFORE, in consideration of the foregoing and
the mutual promises and covenants set forth below, the parties hereto hereby agree as follows:
(a) Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to sell to the Investor, and the
Investor hereby agrees to purchase from the Company, $5,000,000 of the Company s Common Stock (the Investment Amount ) at the IPO Price; provided the IPO Price does not exceed the Cap Price. The number of shares of Common
Stock to be sold by the Company and purchased by the Investor hereunder (the Shares ) shall equal the number of shares determined by dividing the Investment Amount by the IPO Price (rounded down to the nearest whole share). The
total purchase price to be paid by the Investor for the Shares is equal to (i) the number of Shares multiplied by (ii) the IPO Price (the Purchase Price ).
(b) Closing. The closing of the purchase and sale of the Shares (the Closing ) shall take place at the offices of Cooley LLP, 500
Boylston St, Boston, MA 02116 or at such other place as shall be agreed upon by the parties hereto, after the satisfaction or waiver of each of the conditions set forth in Section 4 (other than those conditions that by their nature are to be
satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) concurrently with the IPO Closing Time. At the Closing, (i) the Company shall cause the Company s transfer agent to deliver the Shares to the Investor
registered in the name of the Investor, and (ii) the Purchase Price for the Shares shall be delivered by or on behalf of the Investor to the Company.
(c) Payment of Purchase Price. Payment by the Investor of the Purchase Price to the Company shall be made at the Closing by wire transfer of
immediately available funds equal to the Purchase Price to an account specified in writing by the Company at least one business day prior to the Closing.
Payment of the Purchase Price for the Shares shall be made against delivery to the Investor of the Shares, which Shares shall be uncertificated and shall be
registered in the name of the Investor on the books of the Company by the Company s transfer agent.
2. Representations and Warranties.
2.1 Representations and Warranties of the Company. The Company represents and warrants to the Investor as follows as of the date hereof and as of the
time of the Closing:
(a) The representations and warranties of the Company set forth in the Underwriting Agreement are true and correct on and as of the
date hereof, with the same effect as if made to the Investor herein on the date hereof (except to the extent any such representations and warranties expressly relate to a particular date, in which case such representations and warranties are true
and correct, with the same effect as if made to the Investor as of such particular date) (after giving effect to any materiality or other qualifiers contained therein);
(b) The Company has the full right, power, authority and capacity to enter into this Agreement and the Engagement Letter (as hereinafter defined) and to
consummate the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Engagement Letter and the consummation of the transactions contemplated
(c) Each of this Agreement and the Engagement Letter constitutes the valid and legally binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors rights generally and to general principles of equity. Upon issuance in accordance with, and payment
pursuant to, the terms of this Agreement, the Shares will be duly authorized, validly issued and fully-paid and nonassessable, not subject to any preemptive or similar rights and will be issued to the Investor free of liens, encumbrances and
restrictions on transfer other than (i) restrictions on transfer under this Agreement and under applicable state and federal securities laws, (ii) restrictions on transfer under the lock-up agreement
entered into by the Investor in connection with the IPO and (iii) any liens, encumbrances or restrictions on transfer that are created or imposed by the Investors. Subject in part to the truth and accuracy of the Investors representations
set forth in Section 3 of this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of applicable state and federal securities laws;
(d) The execution and delivery by the Company of, and the performance by the Company of its obligations under each of this Agreement and the Engagement
Letter, the offer, issuance, sale and delivery of the Shares, the consummation of the transactions contemplated hereby and compliance by the Company with its obligations hereunder does not and will not, with or without the passage of time and giving
of notice, constitute a breach of or contravene any provision of applicable law, or the certificate of incorporation or by laws or other organizational documents of the Company or any of its subsidiaries, or any agreement or other instrument binding
upon the Company, its assets or the Shares or any judgment, order or decree of any arbitrator, governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order of,
or registration, designation, declaration or filing or qualification with, any governmental body or agency, arbitrator or any other person or entity is required for the execution, delivery and performance by the Company of its obligations under this
Agreement and the Engagement Letter and the consummation of the transactions contemplated hereby and thereby;
(e) The Company is not disqualified from
relying on Rule 506 under the Securities Act with respect to the Offering by reason of the Company, any predecessor of the Company, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering,
general partner or managing member of the Company, any beneficial owner of 20% or more of the Company s outstanding voting equity securities, any promoter connected with the Company at the time of any sale of the Shares or any investment
manager of the Company (if the Company is a pooled investment fund), as applicable, being subject to the disqualifications set forth in Rule 506(d) and (e) of the Securities Act in connection with the Offering, and the Company has exercised
reasonable care, including, without limitation, conducting a factual inquiry that is appropriate in light of the circumstances, into whether any such disqualification under Rule 506(d) or (e) of the Securities Act exists as of the date hereof
with respect to the Offering;
(f) Neither the Company nor, to the best of the Company s knowledge, any of its Affiliates (which term, as used
herein, shall have the meaning set forth in Rule 405 under the Securities Act) or any person or entity acting on its or their behalf has, directly or indirectly, at any time within the past six months, made any offers or sales of any
Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Section 4(a)(2) the
Securities Act in connection with the offer and sale by the Company of the Shares as contemplated hereby or (ii) cause the offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable law,
regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any trading market on which any of the securities of the Company are listed or designated; and
(g) Upon issuance, the Shares will be Registrable Securities as defined in and pursuant to that certain Investor Rights Agreement, made as of
November 9, 2021, by and among the Company, and each of the investors listed on Schedule A thereto.
2.2 Representations and Warranties of the
Investor. The Investor represents and warrants to the Company as follows:
(a) (i) It is an institutional accredited
investor as defined in Rule 501(a) promulgated under the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment
in the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company s business, management and financial affairs with the Company s management; (iv) all documents, records,
and information pertaining to its investment in the Common Stock and the Company that have been requested by it, if any, have been made available or delivered to it prior to the date hereof; (v) its financial condition is such that it is able
to bear the risk of holding the Shares for an indefinite period of time and can bear the loss of the entire investment in such Shares; (vi) it is not purchasing the Shares as the result of any form of general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act or as a result of the Investor s review of public filings by the Company; (vii) it has independently evaluated the merits of its decision to purchase securities of the Company;
(viii) it has not relied on the advice of, or any representations by, any of Jefferies LLC, Cowen and Company, LLC and Piper Sandler & Co. (acting in their capacity as placement agents for the Offering, collectively, the
Placement Agents ), or any of their affiliates or any representative of the Placement Agents or their affiliates in making such decision, and (ix) none of the Placement Agents nor any of their representatives has any
responsibility with respect to the completeness or accuracy of any information or materials furnished to the Investor in connection with the transactions contemplated hereby;
(b) The Investor understands that this Agreement is made in reliance upon the Investor s express representations, which it hereby represents and warrants
to the Company, that (i) the Shares being purchased by the Investor are being acquired for the Investor s own account (and not on behalf of any other person or entity) for the purpose of investment and not with a view to, or for sale in
connection with, the distribution thereof, nor with any present intention of distributing or selling the Shares or any portion thereof, (ii) the Investor was not organized for the specific purpose of acquiring the Shares and (iii) the
Shares will not be sold by the Investor without registration under the Securities Act or applicable state securities laws, or an exemption therefrom;
The Investor further understands that the Shares being purchased by the Investor hereunder have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such
registration requirements. The Investor represents and warrants to the Company that, to the Investor s knowledge, the Investor has not taken any action which could reasonably be expected to cause the sale of the Shares to be sold by the Company
to the Investor to fail to qualify as exempt from the registration requirements of the Securities Act. The Investor further understands that until such time as the Shares shall have been registered under the Securities Act and applicable state
securities laws or shall have been transferred in accordance with an opinion of counsel reasonably satisfactory to the Company that such registration is not required, stop transfer instructions shall be issued to the Company s transfer agent
and any certificate or certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered under the Securities Act and applicable state securities laws and referring to restrictions on the
transferability and sale thereof;
(d) The Investor further understands that its representations and warranties hereunder will not preclude disposition of
the Shares without registration thereof, in compliance with Rule 144 promulgated under the Securities Act ( Rule 144 ). The Investor understands and acknowledges, however, that there may not be available when the Investor wishes to
sell the Shares, or any portion thereof, the adequate current public information with respect to the Company which would permit offers or sales of such securities pursuant to Rule 144, and, therefore, compliance with the Securities Act or some other
exemption from the registration and prospectus delivery requirements of the Securities Act may be required for any such offer or sale; and
(e) (i) The Investor is validly existing as a limited company in good standing under the laws of
Cyprus; (ii) the Investor has all requisite power and authority to execute and deliver this Agreement; and (iii) this Agreement constitutes the valid and legally binding obligation of the Investor, enforceable against the Investor in
accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors rights generally and to general principles of equity.
4. Conditions to the Closing. The obligations of the Company and the Investor hereunder are subject to the satisfaction of the conditions set forth
below on or before the Closing. If for any reason any of the conditions set forth in this Section 4 are not satisfied or waived by each party entitled to the benefit of such conditions at or prior to the Closing, then each party by written
notice given to the other parties hereto shall have the right to elect to terminate this Agreement and each party shall be released from their obligations hereunder and shall have no further liability hereunder, provided, however, that nothing
contained in this Section 4 shall relieve any party from liabilities or damages arising out of any fraud or willful breach by such party of this Agreement prior to such termination.
(a) Conditions to the Investor s Obligations. The Investor s obligations to purchase the Shares at the Closing are subject to the
satisfaction of the following conditions:
(i) the representations and warranties of the Company contained in Section 2.1 shall be true and accurate
on and as of the Closing with the same force and effect as if they had been made at the Closing (except to the extent any such representations and warranties expressly relate to a particular date, in which case such representations and warranties
are true and correct as of such particular date) (after giving effect to any materiality or other qualifiers contained therein);
(ii) the Company shall
have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals,