Exhibit 4.7

 

CONFIDENTIAL

 

MILLENDO THERAPEUTICS, INC.

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

 

This First Amendment to the Second Amended and Restated Investor Rights Agreement (the “Amendment”), dated as of October 24, 2018 is by and between MILLENDO THERAPEUTICS, INC., a Delaware corporation (the “Company”) and the persons or entities listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.” The Company and the Investors are sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

 

RECITALS

 

WHEREAS, the Parties have entered into a Shareholders and Option Agreement, dated as of December 19, 2017 (the “Original Agreement”).

 

WHEREAS, pursuant to Section 5.5(a) of the Original Agreement, the Original Agreement may be amended by the written consent of the Company and the holders of a majority of the then-outstanding Registrable Securities.

 

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.1                               Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Original Agreement.

 

1.2                               Amendments to the Original Agreement. As of the Effective Date (defined below), the Original Agreement is hereby amended or modified as follows:

 

1.2.1                     The following definitions are added to Section 1.1 of the Original Agreement:

 

(a)                                 “Company Reverse Merger” means a merger of the Company with and into another Person, pursuant to which the Capital Stock is exchanged for stock in a publicly traded company.

 

(b)                                 “Exchanged Stock” means the stock received by holders of the Capital Stock upon a reclassification, exchange, substitution or other event that results in a change of the number and/or class of the Capital Stock, including in the event of a Company Reverse Merger.

 

1.2.2                     The following definitions appearing in Section 1.1 of the Original Agreement are hereby deleted in their entirety and replaced with the following:

 

(a)                                 “Class Common-1 Stock” shall have the meaning ascribed to such term in the Charter, provided, however, that if the Company Reverse Merger has occurred, then “Class Common-1 Stock” shall mean the Exchanged Stock.

 

(b)                                 “Common Shares” shall have the meaning ascribed to such term in the Charter, provided, however, that if the Company Reverse Merger has occurred, then “Common Shares” shall mean the Exchanged Stock.

 

(c)                                  “Common Stock” shall have the meaning ascribed to such term in the Charter, provided, however, that if the Company Reverse Merger has occurred, then “Common Stock” shall mean the Exchanged Stock.

 











 

(d)                                 “Convertible Stock” shall have the meaning ascribed to such term in the Charter, provided, however, that if the Company Reverse Merger has occurred, then “Convertible Stock” shall mean the Exchanged Stock.

 

(e)                                  “Initial Offering” means the first to occur of (1) Company’s first firm commitment underwritten public offering of its Capital Stock registered under the Securities Act and (2) the Company Reverse Merger.

 

(f)                                   “New Preferred Stock” means, collectively, the Series A-1 Preferred Stock and the Series B-1 Preferred Stock, provided, however that if the Company Reverse Merger has occurred, then “New Preferred Stock” shall mean the Exchanged Stock.

 

(g)                                  “Preferred Stock” means, collectively, the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock and the Series B-1 Preferred Stock, provided, however that if the Company Reverse Merger has occurred, then “Preferred Stock” shall mean the Exchanged Stock.

 

(h)                                 “Registrable Securities” means (a) (i) prior to the occurrence of the Company Reverse Merger, the Capital Stock of the Company issuable or issued upon conversion of the Shares and (ii) following the Company Reverse Merger, the Exchanged Stock and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned.

 

1.2.3                     Section 2.14 of the Original Agreement is hereby amended by inserting immediately following the words “(i) the date three (3) years following an initial public offering that results in the conversion of all outstanding shares of Preferred stock” the words “or the consummation of the Company Reverse Merger”.

 

1.2.4                     Section 3.7(b) is hereby amended by inserting immediately following the words “the effective date of the Company’s initial public offering of its Common Stock” the words “or the consummation of the Company Reverse Merger”.

 

1.2.5                     Section 3.7(c) is hereby amended by inserting immediately following the words “the effective date of the Company’s initial public offering of its Common Stock” the words “or the consummation of the Company Reverse Merger”.

 

1.2.6                     Section 3.14(b) is hereby amended by inserting immediately following the words “Until the consummation of a Qualified IPO” the words “or the consummation of the Company Reverse Merger”.

 

1.2.7                     Section 3.17 is hereby amended by inserting immediately following the words “(i) the effective date of a Qualified IPO (as defined in the Charter)” the words “or the consummation of the Company Reverse Merger”.

 

1.2.8                     Section 4.4 of the Original Agreement is hereby amended by inserting immediately following the words “(i) the effective date of a Qualified IPO” the words “or the consummation of the Company Reverse Merger.”

 

1.2.9                     Section 5.14 of the Original Agreement is hereby amended by inserting immediately following the words “(ii) the date three (3) years following the effective date of a Qualified IPO” the words “or the consummation of the Company Reverse Merger.”

 

1.2.10              This Amendment will become effective on the date first written above (the “Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of each Original Agreement are and will remain in full force and effect and are hereby ratified and confirmed by

 











 

the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of each Original Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Original Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or similar words will mean and be a reference to the Original Agreement as amended by this Amendment.

 

1.3                               Miscellaneous.

 

1.3.1                     This Amendment shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed entirely within Delaware, without giving effect to conflict of law principles thereof.

 

1.3.2                     This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.

 

1.3.3                     The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

 

1.3.4                     This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement.

 

1.3.5                     This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

[Signature pages follow.]

 











 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

 


	
 
    	
 
    	
 
    	
 
    	
COMPANY
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
MILLENDO THERAPEUTICS INC.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    	
/s/ Julia C.   Owens
    
	
 
    	
 
    	
Name:
    	
 
    	
Julia C. Owens
    
	
 
    	
 
    	
Title:
    	
 
    	
President and CEO
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
NEW ENTERPRISE ASSOCIATES 15, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Louis Citron
    
	
 
    	
 
    	
 
    	
Louis Citron
    
	
 
    	
 
    	
 
    	
Chief Legal Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NEA VENTURES 2015, L.P.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Louis Citron
    
	
 
    	
 
    	
 
    	
Louis Citron
    
	
 
    	
 
    	
 
    	
Vice President
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
FRAZIER HEALTHCARE VI, L.P.
   BY: FHM VI, LP, its general partner
   BY: FHM VI, LLC, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Signature:
    	
/s/ James Topper
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Print Name:
    	
James Topper
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
Authorized Representative
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
GALLAGHER REVOCABLE TRUST
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Carol Gallagher
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Carol Gallagher
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
Trustee
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Roche Finance Ltd
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Carole Nuechterlein
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Carole   Nuechterlein
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Andreas   Knierzinger
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Andreas   Knierzinger
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
OTONNALE SAS
    represented by   Mr. Thierry Abribat
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Thierry   Abribat
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Thierry Abribat
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
FONDS INNOBIO FPCI
 represented by its management   company, Bpifrance Invesstissement,
 Itself represented by Olivier   Martinez
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Olivier Martinez
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Olivier Martinez
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement

 











 


	
 
    	
 
    	
INVESTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
TAB CONSULTING SARL
 represented by its Gérant Mr. Thierry Abribat
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Thierry Abribat
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Thierry Abribat
    




 

Signature Page to First Amendment to Second Amended and Restated Investor Rights Agreement