REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2022, between Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
DISC MEDICINE, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiary, (the “Company”), and [Director] (“Indemnitee”).
DISC MEDICINE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.), (the “Company”), and William Savage, MD, Ph.D. (the “You”) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, Inc. pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2022 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and Disc Medicine, Inc., predecessor in interest to the Company, regarding the subject matter herein, including without limitation the offer letter between you and Disc Medicine, Inc. dated June 28, 2020, as amended on July 1, 2021 (the “Prior Agreement”).
DISC MEDICINE, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiaries, (the “Company”), and ____________ (“Indemnitee”).
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN GEMINI THERAPEUTICS, INC. and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY Dated as of December 29, 2022Contingent Value Rights Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2022 is entered into by and among Gemini Therapeutics, Inc. a Delaware corporation (“Gem”), and Continental Stock Transfer and Trust Company, as initial Rights Agent (as defined herein).
DISC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSDisc Medicine, Inc. • December 29th, 2022 • Pharmaceutical preparations
On December 29, 2022, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 9, 2022 (the “Merger Agreement”), by and among Disc Medicine, Inc., formerly Gemini Therapeutics, Inc. (the “Company”), Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) (“Disc”) and Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other matters, Merger Sub merged with and into Disc, with Disc continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). Effective at 5:00 p.m. eastern time on December 29, 2022, the Company effected a 1-for-10 reverse stock split of its common stock (the “Reverse Stock Split”) and implemented a reduction in the number of authorized shares of common stock to 100,000,000 (the “Common Stock Reduction”), effective at 5:01 p.m. eastern time, the Company completed the Merger, and effective at
ContractDisc Medicine, Inc. • December 29th, 2022 • Pharmaceutical preparations • Massachusetts
DISC MEDICINE, INC. COMMON STOCK ISSUANCE AGREEMENTCommon Stock Issuance Agreement • December 29th, 2022 • Disc Medicine, Inc. • Pharmaceutical preparations • Delaware
This Common Stock Issuance Agreement (this “Agreement”) is made as of December 29, 2022, by and between Disc Medicine, Inc., a Delaware corporation with an office and place of business at 321 Arsenal Street, Suite 101, Watertown, MA 02472 (the “Company”), F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“Roche Basel”) and Hoffmann-La Roche Inc., with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche Financetogether referred to as “Roche”).
