SEC Form SC 13D/A filed by Celyad Oncology SA (Amendment)

In accordance with the terms of the CFIP UK Subscription Agreement, the Issuer will convene an extraordinary general meeting of the shareholders of the Issuer, to be held as soon as possible, at which the shareholders of the Issuer will be asked to approve, among other things, (i) all items necessary to consummate the Second Private Placement, (ii) the definitive appointment to the Board of certain designees of CFIP UK, each for an initial mandate of four (4) years, and (iii) an amendment to the Issuer’s articles of association to memorialize in the Issuer’s articles of association the matters described in the first two paragraphs under “Amended and Restated Shareholders’ Rights Agreement” in Item 6 below.

Additionally, depending upon market conditions and other factors that they may deem material and subject to the terms of the Amended Shareholders’ Rights Agreement described in Item 6 below, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer or other financial instruments related to the Issuer or its securities (which may include rights or securities exercisable or convertible into securities of the Issuer) and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments from time to time, in each case, in open market or private transactions, block sales or otherwise.

Other than as described in Items 3, 4 and 6, none of the Reporting Persons nor, to the best of their knowledge, any of the Covered Persons listed in Annex A currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of Schedule 13D, although 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.

The information set forth in Item 3 of this Amendment is incorporated by reference in its entirety into this Item 6.

Amended and Restated Shareholders’ Rights Agreement

In connection with the CFIP UK Subscription Agreement, the Issuer will enter into an Amended and Restated Shareholders’ Rights Agreement (the “Amended Shareholders’ Rights Agreement”) with CFIP and CFIP UK. Pursuant to the Amended Shareholders’ Rights Agreement, Fortress Credit Advisors LLC or its designee shall have the right to select a number of members of the Issuer’s Board of Directors (the “Board”) depending on the percentage of the Issuer’s outstanding Ordinary Shares held by CFIP, CFIP UK and their permitted transferees (“Fortress Entities”), as follows: (i) a majority of the Board, as long as the Fortress Entities hold a majority of the Issuer’s outstanding Ordinary Shares; (ii) the greater of (a) four directors and (b) a percentage of the total number of Board members equal to the Fortress Entities’ ownership percentage rounded up to the nearest whole number (but not a majority), as long as the Fortress Entities hold at least 30% of the Issuer’s outstanding Ordinary Shares; and (iii) three directors, as long as the Fortress Entities hold at least 10% of the Issuer’s outstanding Ordinary Shares.  In addition, Fortress Credit Advisors LLC or its designee shall have the further right to select one individual to be a non-voting observer of the Board. On the First Closing Date, the Board will co-opt CFIP UK (represented by Michel Lussier) to replace Mel Management (represented by Michel Lussier) as a member of the Board.

Additionally, pursuant to the Amended Shareholders’ Rights Agreement, CFIP will benefit from a right of first offer on any new indebtedness to be incurred by the Issuer and, as long as the Fortress Entities hold at least 10% of the Issuer's outstanding Ordinary Shares, each of CFIP and CFIP UK will have a right to purchase its pro rata portion of any new equity securities to be issued by the Issuer, as well as customary registration rights that they may exercise any time after the expiration of the Lockup Period (as defined below).

Pursuant to the Amended Shareholders’ Rights Agreement, CFIP and CFIP UK have agreed to a lock-up on sales of Ordinary Shares, which shall expire upon the 45th day following the First Closing Date (the “Lockup Period”).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the CFIP UK Subscription Agreement and the Form of Amended Shareholders’ Rights Agreement, included as Exhibit 4 and Exhibit 5, respectively, to this Amendment.