SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Alpine Immune Sciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
02083G100
(CUSIP Number)
Dr. Mitchell H. Gold
600 Stewart Street, Suite 1503
Seattle, Washington 98101
Telephone: (206) 441-5064
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 24, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 02083G100 | SCHEDULE 13D | Page 2 of 14 Pages |
1 | NAME OF REPORTING PERSON
Alpine Immunosciences, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,803,906 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,803,906 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,803,906 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4% | |||||
14 | TYPE OF REPORTING PERSON
PN |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 3 of 14 Pages |
1 | NAME OF REPORTING PERSON
Alpine BioVentures, GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,803,906 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,803,906 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,803,906 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4% | |||||
14 | TYPE OF REPORTING PERSON
OO, HC |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 4 of 14 Pages |
1 | NAME OF REPORTING PERSON
Mitchell H. Gold | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF, PF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
584,074 (1) | ||||
8 | SHARED VOTING POWER
3,878,441 | |||||
9 | SOLE DISPOSITIVE POWER
584,074 (1) | |||||
10 | SHARED DISPOSITIVE POWER
3,878,441 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,462,515 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9% | |||||
14 | TYPE OF REPORTING PERSON
IN, HC |
(1) | Includes 560,782 Shares (as defined herein) issuable to the reporting person upon exercise of stock options. |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 5 of 14 Pages |
1 | NAME OF REPORTING PERSON
Jay Venkatesan | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
AF, PF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
111,802 (1) | ||||
8 | SHARED VOTING POWER
3,841,172 | |||||
9 | SOLE DISPOSITIVE POWER
111,802 (1) | |||||
10 | SHARED DISPOSITIVE POWER
3,841,172 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,952,974 (1) | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3% | |||||
14 | TYPE OF REPORTING PERSON
IN, HC |
(1) | Includes 90,063 Shares (as defined herein) issuable to the reporting person upon exercise of stock options. |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 6 of 14 Pages |
Item 1. | SECURITY AND ISSUER |
This statement relates to the common stock, $0.001 par value per share (the Shares), of Alpine Immune Sciences, Inc., a Delaware corporation (the Issuer or the Company), whose principal executive offices are located at 201 Elliott Avenue West, Suite 230, Seattle, Washington 98119.
Item 2. | IDENTITY AND BACKGROUND |
(a-c, f) | This Schedule 13D is filed on behalf of each of the following persons (collectively, the Reporting Persons): |
1. | Alpine Immunosciences, L.P. (Alpine Immunosciences); |
2. | Alpine BioVentures, GP, LLC (Alpine BioVentures); |
3. | Dr. Mitchell H. Gold, M.D. (Dr. Gold); and |
4. | Dr. Jay Venkatesan, M.D. (Dr. Venkatesan). |
This Schedule 13D relates to Shares held by Alpine Immunosciences, which is principally engaged in the business of making investments. Alpine BioVentures is the general partner of Alpine Immunosciences. Dr. Gold and Dr. Venkatesan are the Managing Partners of Alpine BioVentures and limited partners of Alpine Immunosciences.
The business address of each of the Alpine Immunosciences and Alpine BioVentures is 600 Stewart Street, Suite 1503, Seattle, Washington 98101.
The business address of each of Dr. Gold and Dr. Venkatesan is 201 Elliott Avenue West, Suite 230, Seattle, Washington 98119.
Alpine Immunosciences is a Delaware limited partnership; Alpine BioVentures is a Delaware limited liability company. Each of Dr. Gold and Venkatesan are citizens of the United States of America.
(d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 7 of 14 Pages |
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Prior to the Merger (defined and described in Item 4), Alpine Immunosciences held shares of common stock of Old Alpine (defined in Item 4), which had been acquired over several years through various means. In addition, prior to the Merger, on April 18, 2017, Alpine Immunosciences, together with other Old Alpine stockholders, entered into a Subscription Agreement with Old Alpine (the Subscription Agreement), pursuant to which Alpine Immunosciences agreed to purchase 520,045 shares of Old Alpine common stock at a price of $6.327 per Old Alpine share immediately prior to the consummation of the Merger, for a total of approximately $3,290,324.72 (the Financing). The closing of the Merger was conditioned upon the closing of the Financing. As a result of the foregoing, immediately prior to consummation of the Merger, Alpine Immunosciences beneficially owned 7,655,276 shares of Old Alpine common stock. The description contained herein of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the document, which is attached as Exhibit B to this Schedule 13D and is incorporated by reference herein.
As a result of the Merger, based on the exchange rate of 0.4969 Shares for each share of Old Alpine common stock (the Exchange Ratio), Alpine Immunosciences received an aggregate of 3,803,906 Shares in exchange for its shares of Old Alpine common stock.
All fractional Shares were paid in cash.
The source of funds for the foregoing purchases came from the working capital of Alpine Immunosciences.
In addition, prior to the Merger, each of Dr. Gold and Dr. Venkatesan held shares of common stock of Old Alpine, which had been acquired over several years through various means, and options to acquire shares of common stock of Old Alpine, which had been granted under the Alpine Plan (defined in Item 4). Prior to the Merger, Dr. Gold beneficially owned 196,875 shares of Old Alpine common stock, including options to acquire 1,128,564 shares of Old Alpine common stock, and Dr. Venkatesan beneficially owned 118,750 shares of Old Alpine common stock, including options to acquire 181,250 shares of Old Alpine common stock.
Immediately after the Merger, after giving effect to the Exchange Ratio: (i) Dr. Golds options to purchase 605,000 shares of Old Alpines common stock granted in March 2017 (March 2017 Options) converted into options to purchase 300,624 Shares; (ii) of Dr. Golds options to purchase 300,000 shares of Old
CUSIP No. 02083G100 | SCHEDULE 13D | Page 8 of 14 Pages |
Alpines common stock granted in December 2015 (December 2015 Options), the 196,875 December 2015 options which were exercised prior to the Merger were converted into an aggregate of 97,827 Shares, and the 103,125 December 2015 Options which were outstanding immediately prior to the Merger were converted into options to purchase 51,242 Shares; and (iii) Dr. Golds options to purchase 420,439 shares of Old Alpines common stock granted in April 2017 (April 2017 Options) converted into options to purchase 208,916 Shares. Each of the March 2017 Options, December 2015 Options and April 2017 Options are subject generally to Dr. Golds continued employment as the Companys Executive Chairman and Chief Executive Officer and certain change of control provisions.
Also immediately after the Merger, after giving effect to the Exchange Ratio, of Dr. Venkatesans options to purchase 300,000 shares of Old Alpines common stock granted in December 2015: (i) the 118,750 of which options were exercised prior to the Merger were converted into an aggregate of 59,005 Shares; and (ii) the 181,250 of which options were outstanding immediately prior to the Merger were converted into options to purchase 90,063 Shares. Such options are subject generally to Dr. Venkatesans continued employment as the Companys President and certain change of control provisions.
The source of funds for the purchases by Dr. Gold came from the personal funds of Dr. Gold, and the source of funds for the purchases by Dr. Venkatesan came from the personal funds of Dr. Venkatesan.
Item 4. | PURPOSE OF TRANSACTION |
On July 24, 2017, the Company (which was formerly known as Nivalis Therapeutics, Inc.) completed a business combination with what was then known as Alpine Immune Sciences, Inc. and currently known as AIS Operating Co., Inc. (Old Alpine) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 18, 2017, by and among the Company, Nautilus Merger Sub, Inc. (Merger Sub), and Old Alpine (the Merger Agreement), pursuant to which Merger Sub merged with and into Old Alpine, with Old Alpine surviving as a wholly owned subsidiary of the Company (the Merger).
On July 24, 2017, in connection with, and prior to the completion of, the Merger, the Company effected a 1-for-4 reverse stock split (the Reverse Stock Split). Also on July 24, 2017, immediately after completion of the Merger, the Company changed its name to Alpine Immune Sciences, Inc.
CUSIP No. 02083G100 | SCHEDULE 13D | Page 9 of 14 Pages |
Under the terms of the Merger Agreement, the Company issued Shares to Old Alpines stockholders, including Alpine Immunosciences, Dr. Gold and Dr. Venkatesan, at the Exchange Ratio and after taking into account the Reverse Stock Split, for each share of Old Alpine common stock outstanding immediately prior to the Merger. The Company also assumed all of the stock options outstanding under the Old Alpine Amended and Restated 2015 Stock Plan, as amended (the Old Alpine Plan), including those held by Dr. Gold and Dr. Venkatesan, with such stock options henceforth representing the right to purchase a number of Shares equal to the Exchange Ratio multiplied by the number of shares of Old Alpine common stock previously represented by such options. The Company also assumed the Old Alpine Plan.
On July 24, 2017, effective as of the effective time of the Merger: (i) each of Dr. Gold and Dr. Venkatesan were appointed to the Companys board of directors (the Board) with a term that expires at the Companys 2020 annual meeting of stockholders; (ii) the Board appointed Dr. Gold as the Executive Chairman of the Board and the Companys Chief Executive Officer and Assistant Secretary; and (iii) the Board appointed Dr. Venkatesan as the Companys President. Dr. Gold served as Old Alpines acting Chief Executive Officer since June 2016 and has served as Executive Chairman and as a member of Old Alpines board of directors since January 2015. Dr. Venkatesan served as Old Alpines Chief Executive Officer from November 2015 to June 2016 before transitioning to Old Alpines President in June 2016. Dr. Venkatesan has served as a member of Old Alpines board of directors since November 2015.
The Reporting Persons acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons ordinary course of business. The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.
Also, consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the Board regarding the Company, including but not limited to its operations, governance and control.
Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
CUSIP No. 02083G100 | SCHEDULE 13D | Page 10 of 14 Pages |
Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) | As of the date hereof, Alpine Immunosciences, may be deemed to directly beneficially own 3,803,906 Shares, representing approximately 27.4% of the outstanding Shares. |
As of the date hereof, Alpine BioVentures may be deemed to indirectly beneficially own the 3,803,906 Shares directly beneficially owned by Alpine Immunosciences, representing approximately 27.4% of the outstanding Shares.
As of the date hereof, Dr. Gold, may be deemed to beneficially own 4,462,515 Shares, representing approximately 30.9% of the outstanding Shares. These Shares are held as follows:
A. | 3,803,906 Shares held directly by Alpine Immunosciences; |
B. | 23,292 Shares held directly by Dr. Gold; |
C. | 74,535 Shares held in trust for the benefit of Dr. Golds children and over which Dr. Gold disclaims beneficial ownership pursuant to Rule 13d-4 under the Exchange Act; and |
D. | 560,782 Shares that Dr. Gold has the right to acquire upon the exercise of stock options, including: |
a. | 51,242 Shares obtainable upon exercise of the December 2015 Options with an exercise price of $0.45 per share and an expiration of December 15, 2025; |
b. | 300,624 Shares obtainable upon exercise of the March 2017 Options an exercise price of $0.65 per share and an expiration of March 13, 2027; and |
c. | 208,916 Shares obtainable upon exercise of the April 2017 Options an exercise price of $5.02 per share and an expiration of April 11, 2027. |
As of the date hereof, Dr. Venkatesan, may be deemed to beneficially own 3,952,974 Shares, representing approximately 28.3% of the outstanding Shares. These Shares are held as follows:
A. | 3,803,906 Shares held directly by Alpine Immunosciences; |
B. | 21,739 Shares held directly by Dr. Venkatesan; |
C. | 37,266 Shares held in trust for the benefit of Dr. Venkatesans children and over which Dr. Venkatesan disclaims beneficial ownership pursuant to Rule 13d-4 under the Exchange Act; and |
D. | 90,063 Shares that Dr. Venkatesan has the right to acquire upon the exercise of stock options with an exercise price of $0.45 per share and with an expiration of December 15, 2025. |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 11 of 14 Pages |
The foregoing beneficial ownership percentage is based on 13,881,645 Shares outstanding immediately after the Merger, as reported in the Issuers current report on Form 8-K, filed with the SEC on July 25, 2017.
(b) |
Alpine Immunosciences | |||||
(i) Sole power to vote or direct the vote: | 0 | |||||
(ii) Shared power to vote or direct the vote: | 3,803,906 | |||||
(iii) Sole power to dispose or direct the disposition of: | 0 | |||||
(iv) Shared power to dispose or direct the disposition of: | 3,803,906 | |||||
Alpine BioVentures | ||||||
(i) Sole power to vote or direct the vote: | 0 | |||||
(ii) Shared power to vote or direct the vote: | 3,803,906 | |||||
(iii) Sole power to dispose or direct the disposition of: | 0 | |||||
(iv) Shared power to dispose or direct the disposition of: | 3,803,906 | |||||
Dr. Gold | ||||||
(i) Sole power to vote or direct the vote: | 584,074 | |||||
(ii) Shared power to vote or direct the vote: | 3,878,441 | |||||
(iii) Sole power to dispose or direct the disposition of: | 584,074 | |||||
(iv) Shared power to dispose or direct the disposition of: | 3,878,441 | |||||
Dr. Venkatesan | ||||||
(i) Sole power to vote or direct the vote: | 111,802 | |||||
(ii) Shared power to vote or direct the vote: | 3,841,172 | |||||
(iii) Sole power to dispose or direct the disposition of: | 111,802 | |||||
(iv) Shared power to dispose or direct the disposition of: | 3,841,172 |
(c) | The response to Items 3 and 4 of this Schedule 13D are incorporated by reference herein. Other than as reported in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Shares during the past sixty days. |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 12 of 14 Pages |
(d) | Certain individuals identified in Item 4 and certain beneficiaries to the trusts described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Shares reported herein. |
(e) | This Item 5(e) is not applicable. |
Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The response to Items 3 and 4 of this Schedule 13D are incorporated by reference herein.
Each of Alpine Immunosciences, Dr. Gold and Dr. Venkatesan entered into a lock-up agreement, pursuant to which each agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to, the Shares, including, as applicable, Shares received in the Merger and issuable upon exercise of certain warrants and options, for a period of 180 days following the completion of the Merger (the Lock-Up Agreements).
In addition, each of Dr. Gold and Dr. Venkatesan entered into an indemnification agreement with the Company on July 24, 2017 immediately following the Merger (the Indemnification Agreements).
The descriptions contained herein of the Lock-Up Agreements and the Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the form of such documents, which are attached as Exhibits C and D, respectively, to this Schedule 13D and are incorporated by reference herein.
Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Statement or between such persons and any other person with respect to any securities of the Issuer.
CUSIP No. 02083G100 | SCHEDULE 13D | Page 13 of 14 Pages |
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS | |
Exhibit A: | Joint Filing Agreement | |
Exhibit B: | Form of Subscription Agreement (incorporated by reference to Exhibit D to the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on April 18, 2017 | |
Exhibit C: | Form of Lock-Up Agreement | |
Exhibit D: | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.18 to the Form S-1 filed with the SEC on May 13, 2015) |
CUSIP No. 02083G100 | SCHEDULE 13D | Page 14 of 14 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 3, 2017
ALPINE IMMUNOSCIENCES, L.P. | ||
By: Alpine BioVentures, GP, LLC, its general partner |
By: | /s/ Mitchell H. Gold | |
Name: | Mitchell H. Gold | |
Title: | Manager | |
ALPINE BIOVENTURES, GP, LLC |
By: | /s/ Mitchell H. Gold | |
Name: | Mitchell H. Gold | |
Title: | Manager |
MITCHELL H. GOLD |
/s/ Mitchell H. Gold |
JAY VENKATESAN |
/s/ Jay Venkatesan |
CUSIP No. 02083G100 | SCHEDULE 13D |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.001 par value per share of Alpine Immune Sciences, Inc. dated as of August 3, 2017 is, and any amendments thereto (including amendments on schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: August 3, 2017
ALPINE IMMUNOSCIENCES, L.P. | ||
By: Alpine BioVentures, GP, LLC, its general partner |
By: | /s/ Mitchell H. Gold | |
Name: |
Mitchell H. Gold | |
Title: |
Manager | |
ALPINE BIOVENTURES, GP, LLC |
By: | /s/ Mitchell H. Gold | |
Name: |
Mitchell H. Gold | |
Title: |
Manager |
MITCHELL H. GOLD |
/s/ Mitchell H. Gold |
JAY VENKATESAN |
/s/ Jay Venkatesan |
CUSIP No. 02083G100 | SCHEDULE 13D |
EXHIBIT C
FORM OF LOCK-UP AGREEMENT
, 2017
Nivalis Therapeutics, Inc.
PO Box 18387
Boulder, Colorado 80308
Ladies and Gentlemen:
The undersigned signatory of this lock-up agreement (this Lock-Up Agreement) understands that Nivalis Therapeutics, Inc., a Delaware corporation (Nivalis) has entered into an Agreement and Plan of Merger and Reorganization, dated as of April 18, 2017 (as the same may be amended from time to time, the Merger Agreement) with Nautilus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nivalis, and Alpine Immune Sciences, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
As a material inducement to each of the Parties to enter into the Merger Agreement and to consummate the Contemplated Transactions, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably agrees that, subject to the exceptions set forth herein, without the prior written consent of Nivalis, the undersigned will not, during the period commencing upon the Closing and ending on the date that is 180 days after the Closing Date (the Restricted Period) (the actions set forth in clauses (i) through (iii) below, the Restricted Actions):
(i) | offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Nautilus Common Stock (including without limitation, Nautilus Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities of Nautilus which may be issued upon exercise of a stock option or warrant) that are currently or hereafter owned by the undersigned (collectively, the Undersigneds Shares), or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer or disposition; |
CUSIP No. 02083G100 | SCHEDULE 13D |
(ii) | enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigneds Shares regardless of whether any such transaction described in clause (i) above or this clause (ii) is to be settled by delivery of Nautilus Common Stock or such other securities, in cash or otherwise; or |
(iii) | make any demand for or exercise any right with respect to the registration of any shares of Nautilus Common Stock or any security convertible into or exercisable or exchangeable for Nautilus Common Stock. |
The restrictions and obligations contemplated by this Lock-Up Agreement shall not apply to:
(a) | transfers of the Undersigneds Shares: |
(i) | if the undersigned is a natural person, (A) to any person related to the undersigned by blood or adoption who is an immediate family member of the undersigned, or by marriage or domestic partnership (a Family Member), or to a trust formed for the benefit of the undersigned or any of the undersigneds Family Members, (B) to the undersigneds estate, following the death of the undersigned, by will, intestacy or other operation of law, (C) as a bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such Family Member(s); |
(ii) | if the undersigned is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the undersigned, including investment funds or other entities under common control or management with the undersigned, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigneds equity holders) or (C) as a bona fide gift to a charitable organization; or |
(iii) | if the undersigned is a trust, to any grantors or beneficiaries of the trust; |
provided that, in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to Nivalis a lock-up agreement in the form of this Lock-Up Agreement with respect to the shares of Nautilus Common Stock or such other securities that have been so transferred or distributed;
CUSIP No. 02083G100 | SCHEDULE 13D |
(b) the exercise of an option (including a net or cashless exercise of an option) to purchase shares of Nautilus Common Stock, and any related transfer of shares of Nautilus Common Stock to Nivalis for the purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options (or the disposition to Nivalis of any shares of restricted stock granted pursuant to the terms of any employee benefit plan or restricted stock purchase agreement); provided that, for the avoidance of doubt, the underlying shares of Nautilus Common Stock shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement;
(c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Nautilus Common Stock; provided that such plan does not provide for any transfers of Nautilus Common Stock during the Restricted Period; or
(d) transfers by the undersigned of shares of Nautilus Common Stock purchased by the undersigned on the open market following the Closing Date;
and provided, further, that, with respect to each of (a), (b) and (c) above, no filing by any party (including any donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period (other than (i) any exit filings or public announcements that may be required under applicable federal and state securities laws or (ii) in respect of a required filing under the Exchange Act in connection with the exercise of an option to purchase Nivalis Common Stock following such individuals termination of employment with Nivalis that would otherwise expire during the Restricted Period, provided that reasonable notice shall be provided to Nivalis prior to any such filing).
Any attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the share register of Nivalis. In furtherance of the foregoing, the undersigned agrees that Nivalis and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. Nivalis may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments evidencing the undersigneds ownership of Nautilus Common Stock:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
CUSIP No. 02083G100 | SCHEDULE 13D |
In the event that any holder of Nautilus Common Stock or securities convertible into or exercisable or exchangeable for Nautilus Common Stock that is subject to a substantially similar letter agreement entered into by such holder, other than Nivalis or the undersigned, is permitted by Nivalis to sell or otherwise transfer or dispose of shares of Nautilus Common Stock or securities convertible into or exercisable or exchangeable for Nautilus Common Stock for value other than as permitted by this Lock-Up Agreement or a substantially similar letter agreement entered into by such holder, the same percentage of shares of Nautilus Common Stock or securities convertible into or exercisable or exchangeable for Nautilus Common Stock held by the undersigned (the Pro-rata Release) shall be immediately and fully released on the same terms from any remaining restrictions set forth herein.
The undersigned understands that if the Merger Agreement is terminated for any reason, or if the Merger is not consummated by April 18, 2018, the undersigned shall be released from all obligations under this Lock-Up Agreement. The undersigned understands that Nivalis is proceeding with the Contemplated Transactions in reliance upon this Lock-Up Agreement.
Any and all remedies herein expressly conferred upon Nivalis will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity, and the exercise by Nivalis of any one remedy will not preclude the exercise of any other remedy. The undersigned agrees that irreparable damage would occur to Nivalis in the event that any provision of this Lock-Up Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that Nivalis shall be entitled to an injunction or injunctions to prevent breaches of this Lock-Up Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Nivalis is entitled at law or in equity, and the undersigned waives any bond, surety or other security that might be required of Nivalis with respect thereto.
This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
This Lock-Up Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Lock-Up Agreement (in counterparts or otherwise) by Nivalis and the undersigned by facsimile or electronic transmission in .pdf format shall be sufficient to bind such parties to the terms and conditions of this Lock-Up Agreement.
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CUSIP No. 02083G100 | SCHEDULE 13D |
Very truly yours, | ||
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Accepted and Agreed by Nivalis Therapeutics, Inc.: |
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