merger transaction with an ownership interest in the combined company of 33% for existing Millendo equity holders, a contingent value right potentially payable to existing Millendo stockholders
equal to up to $60 million in the aggregate in the event of a partnership or asset sale with respect to MLE-301 or the commencement by the combined company of a Phase 3 trial of MLE-301, a private placement to be conducted by Millendo and intended to raise proceeds of $89 million (at least $39 million of which was to be invested by Party As Series A investors) (the
Proposed 2020 PIPE Financing) and a period of 30 days during which Millendo and Party would negotiate exclusively with each other. From November 13, 2020 through December 12, 2020, representatives
of Millendo and representatives of Party A negotiated the terms of a definitive merger agreement to be entered into between Party A and Millendo and engaged in due diligence activities.
Under the heading THE MERGER Background of the Merger, the second paragraph on page 107 is amended and restated as
follows (with new text in bold):
On December 12, 2020, Millendo received a letter from Party A indicating that Party A had decided not to pursue
a transaction with Millendo, which letter did not specify a reason for termination.
Under the heading THE MERGER
Background of the Merger, the fifth paragraph on page 107 is amended and restated as follows (with new text in bold):
Between January 15,
2021 and February 18, 2021, SVB Leerink contacted 102 potential counterparties to a strategic transaction involving Millendo, including Tempest, and requested non-binding indications of interest.
Of the 102 potential counterparties, three had been contacted on behalf of Millendo in the outreach from July 2020 to November 2020 described above.
Under the heading THE MERGER Background of the Merger, the seventh paragraph on page 107 is amended and restated as
follows (with new text in bold):
Also at the January 22, 2021 meeting of the Millendo board of directors, Dr. Owens was appointed as
Millendos executive chair effective February 1, 2021, Louis J. Arcudi III was appointed as Millendos president and chief executive officer effective February 1, 2021, each of Dr. Hedley and Mr. Dable indicated their
intention to resign from the Millendo board of directors effective January 31, 2021, and Mr. Arcudi was appointed to the Millendo board of directors effective February 1, 2021. In addition, the Transaction Committee was reconstituted
with Dr. Owens, Geoffrey Nichol, M.B., Ch.B., M.B.A. and Mr. Hindman as the members, although the authority of the Transaction Committee was not modified.
Under the heading THE MERGER Background of the Merger, the third paragraph on page 111 is amended and restated as
follows (with new text in bold):
On March 4, 2021, the Transaction Committee held a meeting by videoconference at which other members of the
Millendo board of directors, members of Millendo management, representatives of SVB Leerink and representatives of WilmerHale were present. During the meeting, representatives of SVB Leerink and members of Millendo management reviewed the
discussions and scientific and other due diligence activities that had taken place with the remaining potential counterparties since the meeting of the Transaction Committee held on February 25, 2021. In addition, management presented an
updated calculation of estimated net cash, which reflected managements best estimate of closing net cash in light of adjustments to Millendos anticipated cash needs through the closing of a potential transaction. The updated estimate
reflected estimated closing net cash of $17.0 million, based on a cash balance of the Company as of December 31, 2020 of approximately $38.7 million and estimated total expenses of
approximately $21.7 million and an anticipated closing date of June 30, 2021. The Transaction