Biotech Acquisition Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October
11, 2022 (
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
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Item 1.01. Entry into a Material Definitive Agreement.
On October 4, 2022, Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”) issued an unsecured promissory note (the “Sponsor Note”) in the principal amount of $250,000 to Biotech Sponsor LLC, a Delaware limited liability company. The Sponsor Note bears no interest.
The principal balance of the Sponsor Note shall be due and payable in accordance with its terms on or before September 30, 2023 (subject to the waiver against trust limitations).
A copy of the Sponsor Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Sponsor Note.
On October 4, 2022, the Company issued a promissory note (the “Cryfield Note”) in the principal amount of $500,000, with optional additional advances of up to $250,000, to Cryfield Investments, Ltd., a United Kingdom company. The Cryfield Note bears no interest.
Two Hundred Percent (200%) of the principal balance of the Cryfield Note shall be due and payable in accordance with its terms on or before September 30, 2023 (subject to the waiver against trust limitations).
A copy of the Cryfield Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Cryfield Note.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 10.1 | Promissory Note of the Company to Biotech Sponsor LLC dated October 4, 2022 | |
| 10.2 | Promissory Note of the Company to Cryfield Investments, Ltd. dated October 4, 2022 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 11, 2022
| BIOTECH ACQUISITION COMPANY | |||
| By: | /s/ Michael Shleifer | ||
| Name: | Michael Shleifer | ||
| Title: | Chief Executive Officer | ||
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