EX-99.1 2 ex991to13da312927009_052522.htm SECOND AMENDMENT TO JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 99.1

SECOND AMENDMENT TO JOINT FILING AND SOLICITATION AGREEMENT

This Second Amendment (this “Second Amendment”) is made and entered into as of May 24, 2022 to that certain Joint Filing and Solicitation Agreement, dated March 11, 2022, as amended on April 18, 2022 (the “Agreement”), by and among Velan Capital Partners LP, Velan Capital Holdings LLC, Velan Capital Investment Management LP, Velan Capital Management LLC, Adam Morgan, Balaji Venkataraman, Repertoire Master Fund LP, Repertoire Holdings LLC, Repertoire Partners LP, Repertoire Partners GP LLC, Deepak Sarpangal, Eric J. Ende, R. John Fletcher, Cynthia L. Flowers and Ann MacDougall.

WHEREAS, in connection with Velan Capital Partners LP’s withdrawal of Mr. Fletcher as a nominee for election as a director at the Issuer’s 2022 annual meeting of stockholders, the parties desire to remove Mr. Fletcher as a party to the Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:

1.       Effective immediately, Mr. Fletcher is removed as a party to the Agreement.

2.       This Second Amendment may be executed in one or more facsimile, portable document format (pdf) or original counterparts, all of which shall be deemed to be originals and all of which together shall constitute one and the same agreement.

[Signature page follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the day and year first above written.

  Velan Capital Partners LP
   
  By: Velan Capital Holdings LLC
General Partner
   
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

  Velan Capital Holdings LLC
     
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

  Velan Capital Investment Management LP
   
  By: Velan Capital Management LLC
General Partner
   
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

  Velan Capital Management LLC
   
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

 

/s/ Adam Morgan

 

Adam Morgan

Individually and as attorney-in-fact for Eric J. Ende, R. John Fletcher, Cynthia L. Flowers and Ann MacDougall

 

 

 

 

/s/ Balaji Venkataraman

  Balaji Venkataraman

 

 

  Repertoire Master Fund LP
   
  By: Repertoire Holdings LLC
General Partner
   
  By:

/s/ Deepak Sarpangal

    Name: Deepak Sarpangal
    Title: Managing Member

 

 

  Repertoire Holdings LLC
     
  By:

/s/ Deepak Sarpangal

    Name: Deepak Sarpangal
    Title: Managing Member

 

 

  Repertoire Partners LP
   
  By: Repertoire Partners GP LLC
General Partner
   
  By:

/s/ Deepak Sarpangal

    Name: Deepak Sarpangal
    Title: Managing Member

 

 

  Repertoire Partners GP LLC
   
  By:

/s/ Deepak Sarpangal

    Name: Deepak Sarpangal
    Title: Managing Member

 

 

 

/s/ Deepak Sarpangal

  Deepak Sarpangal