TradeUP Acquisition enters $6.8M PIPE investment with Suma Ventures for Estrella merger

Estrella Immunopharma, Inc.

TradeUP (UPTD) signed binding PIPE term sheet with Suma Ventures to acquire $6.8M payables of Estrella prior to merger closing.
At closing, TradeUP will issue 680,000 Class B units (common + preferred) to Suma in exchange for waiving the $6.8M indebtedness.
Preferred stock converts six months after closing at price = max($10 - higher of closing price or 20-day VWAP, floor $4.15).
New Estrella common stock expected to list on Nasdaq under ticker 'ESLA'; all shares subject to one-year lock-up.
Transaction is conditioned on closing of the previously announced business combination between TradeUP and Estrella Biopharma.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Estrella Immunopharma, Inc. entered into Binding Term Sheet with Suma Ventures, LLC valued at $6.8 million (effective 2023-07-25).

Action: entry
Agreement: equity purchase
Counterparty: Suma Ventures, LLC
Value: $6.8 million
Effective: 2023-07-25

Exact text from the filing

On July 25, 2023, TradeUP Acquisition Corp. (the “Company” or “UPTD”) entered into a binding term sheet (the “Binding Term Sheet”) with Suma Ventures, LLC (the “Investor”), Estrella Biopharma, Inc., a Delaware corporation (“Estrella”), and Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”), in connection with proposed transactions contemplated by a certain Agreement and Plan of Merger dated September 30, 2022 (the “Merger Agreement”) by and among UPTD, Estrella and Tradeup Merger Sub Inc. (such transactions, the “Business Combination”).

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Source: SEC EDGAR

accession 0001213900-23-059815

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