Legal Timeline: Business Formation & Dispute
Key Events • February 2008 – September 2013
2008
2009
2010
2011
2012
2013
2/11/08
Company Formation
Gregg Forms LPI owns all 1,500 unrestricted common Shares shares
10/24/08
Advisor Agreement
OrbiMed Engagement Agreement with Cooley established
7/21/09
Engagement Agreement
Engagement Agreement executed
1/15/10
Key Personnel Change
Pfizer Deal Ends joins organization
2/28/11
Critical Equity Advice
John seeks Naftulin’s advice: “others should not have more than 5% apiece” and “this seems like your company”
9/4/11
Patent Filing
John files patent applications as the inventor
9/15/11
Share Increase
LPI Shares increased from 1,500 to 10,000 shares
6/13/12
Term Sheet Interest
Gregg tells Cooley that OrbiMed and Fidelity are about to give a term sheet
7/21/12
“Terribly Abusive” Deal
Internal email: deal called “terribly abusive” – “these guys just need some psychotherapy”
7/23/12
“Getting Absolutely Hosed”
Email: “these guys are getting absolutely hosed by the investors”
7/24/12
Term Sheet Signed
Gregg signs the term sheet despite warnings
12/14/12
New Entity Formation
New entity formed, patent assignments transferred
12/19/12
Bridge Financing
Bridge loan closes – critical funding secured
2/25/13
Private Concerns
Gregg requests private conversation: “I have concerns on both personal and company level”
3/1/13
Employment Demands
Gregg demands $800 car allowance and full year severance
3/7/13
“Deal Breaker”
Gregg declares equity repurchase at FMV after termination for cause is a “deal breaker”
4/12/13
Employment Agreement
Final employment agreement terms incorporated
5/1/13
Payment Pressure
Gregg tells counsel: “If this deal falls through, you guys won’t get paid”
5/3/13
Series A Closes
Cooley releases signature pages for Series A transaction
9/12/13
Company Dissolved
LPI Dissolved – original entity dissolved
Company Formation
Funding Events
Negotiations
Legal Matters
Critical Issues