Bellerophon issues special voting preferred stock, reschedules special meeting to approve dissolution

Bellerophon Therapeutics, Inc.

Issued one share of Series A Preferred Stock for $1.00 with votes equal to outstanding common stock, but only on dissolution proposals.
Special meeting rescheduled to March 1, 2024 to vote on dissolution; new record date February 5, 2024.
Subscription agreement acknowledges limited cash and substantial doubt about going concern; company expects to dissolve.
Series A Preferred is non-convertible, pays no dividends, and is redeemable at any time for $0.01.

item 1.01 item 5.03 item 3.02 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Bellerophon Therapeutics, Inc.: Filed certificate of designation for Series A Preferred Stock establishing rights, preferences, privileges, and restrictions (effective 2024-01-25).

Change: charter amendment
Effective: 2024-01-25

Exact text from the filing

On January 25, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating, effective as of the time of filing, the rights, preferences, privileges and restrictions of one share of Series A Preferred Stock.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Bellerophon Therapeutics, Inc. entered into Subscription and Investment Representation Agreement with a single accredited investor valued at $1.00 in cash (effective 2024-01-25).

Action: entry
Agreement: equity purchase
Counterparty: a single accredited investor
Value: $1.00 in cash
Effective: 2024-01-25

Exact text from the filing

On January 25, 2024, Bellerophon Therapeutics, Inc. (the "Company") entered into a Subscription and Investment Representation Agreement (the "Subscription Agreement") with a single accredited investor (the "Subscriber"), pursuant to which the Company agreed to issue and sell one share of the Company's Series A Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), to the Subscriber for $1.00 in cash.

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Source: SEC EDGAR

accession 0001104659-24-007999

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