Item 1.01. Entry into a Material Definitive Agreement.
On September 17, 2021, Petra Acquisition, Inc. (the "Company") entered into an
amendment (the "Amendment") to that certain engagement letter agreement dated
November 3, 2020 (the "Agreement), by and between the Company and LifeSci
Capital LLC ("LifeSci"), pursuant to which LifeSci agreed to provide certain
investment banking and financial advisory services to the Company with respect
to the Company's efforts to engage in an initial business combination
transaction. Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Agreement as amended by the Amendment.
The Amendment provides for, among other things, (a) the deletion of the
provisions in the Agreement regarding the appointment and engagement of LifeSci
for certain placement agent services as well as any related Placement Agent Fee,
(b) the deletion of the provisions in the Agreement entitling LifeSci to a
Capital Markets Advisory Fee, and (c) a cap on maximum fees payable to LifeSci
with respect to the transactions contemplated by that certain Agreement and Plan
of Merger between the Company and Revelation Biosciences, Inc. ("Revelation"),
dated August 29, 2021 (the "Business Combination"), in the amount of $2,650,000
in cash and $2,650,000 in shares of Company common stock.
David Dobkin, one of the Company's directors, is a principal of LifeSci, which
(i) was one of the representatives of the underwriters in the Company's initial
public offering, (ii) is entitled to certain fees upon the completion of the
Business Combination under the terms of a business combination marketing
agreement between the Company and LifeSci, and (iii) is the exclusive financial
and mergers and acquisitions advisor to the Company in the Business Combination.
This summary is qualified in its entirety by reference to the text of the
Agreement and the Amendment, which are included as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included in Item 8.01 of this Current Report on Form 8-K is also
incorporated by reference into this Item 2.03 of this Current Report on Form 8-K
to the extent required.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On September 17, 2021, the Company adopted its Amended and Restated Bylaws. The
provisions changed by amendment include, among other things, (a) that annual
meetings and special meetings of stockholders may be held wholly or partially by
means of remote communication, (b) that stockholder proposals must be delivered
to the Company not later than the close of business on the 90th day nor earlier
than the opening of business on the 120th day prior to the scheduled date of the
annual meeting of stockholders, (c) subject to applicable law or the Certificate
of Incorporation, directors may be removed by vote of stockholders holding at
least 66-2/3% of the voting power of the outstanding shares of capital stock of
the corporation, voting together as a single class, and (d) that the number of
members of the board of directors is set at seven members, subject to change
from time to time by board resolution.
This summary is qualified in its entirety by reference to the text of the
Amended and Restated Bylaws, which are included as Exhibit 3.1 to this Current
Report on Form 8-K and are incorporated herein by reference.
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Item 8.01 Other Events
As previously disclosed, the Company has scheduled a special meeting of
stockholders to be held at 10:00 a.m., Eastern Time, on October 8, 2021. At the
special meeting, the Company's stockholders will be asked to consider and vote
upon a proposal to amend (the "Extension Amendment") the Company's second
amended and restated certificate of incorporation to extend the date by which
the Company has to consummate an initial business combination (the "Extension")
from October 13, 2021 to November 13, 2021, plus an option for the Company to
further extend such date to December 13, 2021, plus an option for the Company to
further extend such date to January 13, 2022 (the latest such date actually
extended being referred to as the "Extended Termination Date").
Pursuant to that certain promissory note dated September 17, 2021 (the "Note"),
from the Company to Pine Valley Investments, LLC ("Pine Valley"), an affiliate
of the Company's sponsor, Pine Valley has agreed that if the Extension Amendment
is approved, it or its affiliates will contribute to the Company as a loan (each
loan being referred to herein as a "Contribution") approximately $0.034 for each
share of common stock issued in the Company's IPO (the "public shares") that is
not redeemed in connection with the stockholder vote to approve the extension of
the deadline to complete an initial business combination to November 13, 2021.
If the Company elects to further extend the deadline to complete an initial
business combination beyond November 13, 2021, Pine Valley will make an
additional Contribution of approximately $0.034 for each public share for an
additional 31-day period. If the Company elects to further extend the deadline
to complete a business combination beyond December 13, 2021, Pine Valley will
make an additional Contribution of approximately $0.034 for each public share
for an additional 31-day period. Accordingly, if the Company takes the initial
extension to November 13, 2021, plus the two additional extensions to December
13, 2021 and January 13, 2022, Pine Valley would make aggregate Contributions of
approximately $727,815 (assuming no public shares were redeemed). Each
Contribution will be deposited in the Trust Account within two business days
prior to the beginning of the additional extension period (or portion thereof),
other than the first Contribution which will be made on the day of the approval
of the Extension Amendment. Accordingly, if the Extension Amendment is approved
and the Extension is completed and the Company takes the full time through the
Extended Termination Date to complete an initial business combination, the
redemption price per share at the meeting for such business combination or the
Company's subsequent liquidation will be approximately $10.20 per share (without
taking into account any interest), in comparison to the current redemption price
of approximately $10.10 per share. Pine Valley will not make any Contribution
unless the Extension Amendment is approved and the Extension is completed. The
Contribution(s) will bear interest at the rate of 2.5% per month on the
outstanding loan amount and will be repayable by the Company to Pine Valley upon
consummation of an initial business combination. The loans will be forgiven if
the Company is unable to consummate an initial business combination except to
the extent of any funds held outside of the Trust Account. The Company will have
the sole discretion whether to continue extending for the additional extension
periods until the Extended Termination Date and if the Company determines not to
continue extending for the additional extension periods, its obligation to make
additional Contributions will terminate. If this occurs, or if the Company's
board of directors otherwise determines that the Company will not be able to
consummate an initial business combination by the Extended Termination Date and
does not wish to seek any additional extension, the Company would wind up the
Company's affairs and redeem 100% of the outstanding public shares in accordance
with the same procedures set forth below that would be applicable if the
Extension Amendment proposal is not approved.
The purpose of the Extension Amendment is to allow the Company more time to
complete its proposed Business Combination. The Company's second amended and
restated certificate of incorporation provides that the Company has only until
October 13, 2021 to complete a business combination.
The foregoing description of the Note does not purport to be complete and is
qualified in its entirety by the terms and conditions of the Note, the form of
which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit Description
3.1 Amended and Restated Bylaws
10.1 Engagement Letter Agreement dated November 3, 2020 by and between the
Registrant and LifeSci Capital LLC.
10.2 Amendment, dated September 17, 2021, to the Engagement Letter
Agreement dated November 3, 2020 by and between the Registrant and
LifeSci Capital LLC
99.1 Promissory Note dated September 17, 2021 from the Registrant to Pine
Valley Investments LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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