Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260299
Prospectus Supplement No. 10
(to prospectus dated November 1, 2021)
UP TO 8,526,546 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF WARRANTS
UP TO 12,668,314 SHARES OF COMMON STOCK
UP TO 3,500,000 PRIVATE PLACEMENT WARRANTS
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This prospectus supplement (this “Prospectus Supplement”) is being filed to update and supplement the information contained in the prospectus dated November 1, 2021 (as may be supplemented or amended from time to time, the “Prospectus”), with the information contained in our Current Report on Form 8-K/A, which we filed with the SEC on June 24, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement.
The Prospectus and this Prospectus Supplement relate to the issuance by us of up to an aggregate of 8,526,546 shares of our common stock, par value $0.0001 per share (“Common Stock”), which consists of:
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| up to 4,311,322 shares of Common Stock that are issuable upon the exercise of 8,622,644 warrants originally issued in the initial public offering of Chardan Healthcare Acquisition 2 Corp. (“Chardan”) to the holders thereof (the “Public Warrants”); |
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| up to 3,500,000 shares of Common Stock that are issuable upon the exercise of 3,500,000 warrants originally issued in a private placement concurrently with the initial public offering of Chardan (the “Private Placement Warrants”); and |
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| up to 715,224 shares of Common Stock that are issuable upon the exercise of a pre-funded warrant originally issued in the PIPE Investment (as defined below) (the “Pre-Funded Warrant”, and together with the Public Warrants and the Private Placement Warrants, the “Warrants”). |
In addition, the Prospectus and this Prospectus Supplement relate to the resale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 12,668,314 shares of Common Stock and 3,500,000 Private Placement Warrants, which consists of:
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| up to 2,284,776 shares of Common Stock (the “PIPE Shares”) issued in a private placement pursuant to subscription agreements entered into between us and the subscribers on March 22, 2021 (the “PIPE Investment”); |
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| up to 6,305,061 shares of Common Stock (the “Old Renovacor Stockholder Shares”) issued to certain former stockholders of Old Renovacor (defined below) (the “Old Renovacor Stockholders”) in connection with the Merger (as defined below); |
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| up to 1,655,661 shares of Common Stock (the “Sponsor Shares”) originally issued in a private placement to Chardan Investments 2, LLC (the “Sponsor”) and certain of its directors and employees; |
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| up to 1,922,816 shares of Common Stock (the “Earnout Shares”) that may be issued pursuant to the earnout provisions of the Merger Agreement (as defined herein); |
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| up to 500,000 shares of restricted Common Stock held in escrow and subject to forfeiture pursuant to certain conditions more fully described in the Sponsor Support Agreement (as defined herein) (the “Sponsor Earnout Shares”); and |
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| up to 3,500,000 Private Placement Warrants. |
This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
We are a “smaller reporting company” and “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced reporting requirements.
Our Common Stock is currently listed on the NYSE American LLC (the “NYSE”) under the symbol “RCOR”, and our Public Warrants are currently listed on NYSE under the symbol “RCOR.WS”. On June 23, 2022, the closing price of our Common Stock was $1.83 and the closing price for our Public Warrants was $0.0536.
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See the section “Risk Factors” beginning on page 10 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 24, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2022 |
Renovacor, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39271 | 83-3169838 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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201 Broadway, Suite 310 |
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Cambridge, Massachusetts |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (610) 424-2650 |
N/A |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $0.0001 per share |
| RCOR |
| NYSE American LLC |
Warrants to purchase one share of common stock at an exercise price of $11.50 |
| RCOR.WS |
| NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K filed by Renovacor, Inc. (the “Company”) with the Securities and Exchange Commission on June 3, 2022 (the “Original 8-K”) to supplement certain disclosures therein under Item 5.02. The disclosure contained in Item 5.02 of the Original 8-K is hereby supplemented by the disclosure contained in Item 5.02 of this Amendment No. 1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2022, the Company reported in the Original 8-K that its Board of Directors (the “Board”) had appointed Wendy DiCicco as the Company’s Chief Financial Officer and principal financial officer and Joseph Carroll as the Company’s Chief Accounting Officer, Corporate Secretary and principal accounting officer. At the time of the Original 8-K, the Company had not yet determined the compensation arrangements for those positions, and in the Original 8-K, the Company stated that it would report on those compensation arrangements when established.
On June 17, 2022, the Company entered into a CFO Services Agreement with Ms. DiCicco (the “CFO Agreement”) and an Employment Agreement with Mr. Carroll (the “CAO Employment Agreement”) setting forth the compensation arrangements for those positions. The following is a summary of the material terms of those agreements:
CFO Agreement
Under the CFO Agreement, Ms. DiCicco will provide services to the Company as its Chief Financial Officer in a non-employee capacity, effective as of June 17, 2022 (the “Effective Date”). The CFO Agreement provides Ms. DiCicco with the following compensation for those services: (i) a base annual service fee of $405,000 (the “Base Fee”) starting as of the Effective Date, (ii) an annual incentive fee targeted at 40% of such Base Fee, and (iii) an initial equity award consisting of options to purchase 155,325 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). The stock options were granted on the Effective Date, with an exercise price equal to the closing price per share of the Company’s Common Stock on the NYSE American (the “NYSE American”) on the grant date, a 4-year vesting schedule, and other terms consistent with the standard terms applicable to Company awards of stock options.
Under the CFO Agreement, in the event of termination of Ms. DiCicco’s services with the Company for any or no reason, Ms. DiCicco is entitled to any Base Fee earned but unpaid through the date her services terminate and any reimbursement for business expenses incurred by, but not yet paid to, Ms. DiCicco as of the date her services terminate.
The CFO Agreement does not provide for severance payments unless Ms. DiCicco’s services are terminated either by the Company without “Cause” or by Ms. DiCicco for “Good Reason” (as those terms as defined in the CFO Agreement) during the 24-month period following a “Change in Control” (also as defined in the CFO Agreement), in which situations Ms. DiCicco will receive a lump sum severance payment equal to six months’ of Base Fees.
Any obligation of the Company to provide Ms. DiCicco her severance payment is subject to her execution and non-revocation of a release of claims in the Company’s favor and her continued compliance with certain restrictive covenants.
CAO Employment Agreement
The CAO Employment Agreement provides Mr. Carroll with the following compensation for serving as a Senior Vice President and the Company’s Chief Accounting Officer: (i) a base annual salary of $325,000 (the “Base Salary”) as of the effective date of the CAO Employment Agreement, (ii) an annual bonus targeted at 35% of such Base Salary, and (iii) an initial equity award consisting of options to purchase 29,000 shares of Common Stock under the 2021 Plan. The stock options were granted on the Effective Date, with an exercise price equal to the closing price per share of Common Stock on the NYSE American on the grant date, a 4-year vesting schedule, and other terms consistent with the standard terms applicable to Company awards of stock options.
Under the CAO Employment Agreement, in the event of termination of Mr. Carroll’s employment with the Company for any or no reason, Mr. Carroll is entitled to the Base Salary for the final payroll period of his employment, through the date his employment terminates, including any accrued but unused vacation time, and any reimbursement for business expenses incurred by but not yet paid to Mr. Carroll as of the date his employment terminates (collectively, the “Final Compensation”).
In the event Mr. Carroll’s employment is terminated either by the Company without “Cause” (as defined in the CAO Employment Agreement) outside of a 24-month period following a “Change in Control” (as defined in the CAO Employment Agreement) (such 24-month period, the “Protected Period”), in addition to the Final Compensation, Mr. Carroll is entitled to (i) the Base Salary for a period
of 9 months following the date of termination (the “Severance Payments”); (ii) a cash bonus for the year of termination equal to the target bonus for the year, prorated based on the number of days in the year through the termination date (the “Pro-Rated Bonus”); and (iii) a cash lump-sum payment equal to 9 times the amount of one month of COBRA premiums based on the terms of Company’s group health plan and Mr. Carroll’s coverage under such plan as of the termination date (the “COBRA Payment”).
In the event Mr. Carroll’s employment is terminated either by the Company without Cause or by him for “Good Reason” (as defined in the CAO Employment Agreement) during the Protected Period, in addition to the Final Compensation, Mr. Carroll is entitled to the amounts provided in the immediately preceding paragraph, except that the Severance Payments shall be payable in a single cash payment.
Any obligation of the Company to provide Mr. Carroll the Severance Payments and the COBRA Payment is subject to his execution and non-revocation of a release of claims in the Company’s favor and his continued compliance with certain restrictive covenants.
Both the CFO Agreement and CAO Employment Agreement include certain covenants regarding protection of confidential information, non-competition, and non-solicitation of employees and customers, consistent with agreements with other executives.
The foregoing descriptions of the CFO Agreement and the CAO Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which are attached as Exhibits 10.1 and 10.2, respectively, to this Amendment No. 1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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10.1 |
| CFO Services Agreement, by and between the Company and Wendy DiCicco, dated as of June 17, 2022. |
10.2 |
| Employment Agreement, by and between the Company and Joseph Carroll, dated as of June 17, 2022. |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| RENOVACOR, INC. |
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Date: | June 24, 2022 | By: | /s/ Magdalene Cook, M.D. |
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| Magdalene Cook, M.D. |
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| President, Chief Executive Officer and Director |
Exhibit 10.1
CFO SERVICES AGREEMENT
This CFO SERVICES AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Wendy F. DiCicco (the “Officer”), dated June 17, 2022 (the “Effective Date”).
WHEREAS, the Officer possesses certain experience and expertise that qualifies the Officer to serve as the Company’s principal financial officer;
WHEREAS, the Company desires to engage the Officer as the Company’s principal financial officer and the Officer wishes to accept such engagement;
WHEREAS, concurrently with the execution of this Agreement, the Officer has executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”).
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Officer agree as follows:
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Notwithstanding the foregoing, no such event shall constitute “Good Reason” unless (a) Officer shall have given written notice of such events to the Company within 60 days after the initial occurrence thereof, (b) the Company shall have failed to cure the condition constituting Good Reason within 30 days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) Officer terminates service under this Agreement within 30 days after expiration of such cure period. For the avoidance of doubt, the Officer shall not have the right to terminate services under this Agreement for Good Reason for any event listed above that occurs outside of a Protected Period.
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“Affiliates” means the Company and all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.
“Change in Control” means a “Change in Control” as defined under the Equity Plan as in effect from time to time.
“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Officer’s breach of his obligations under this Agreement or any other agreement between the Officer and the Company or any of its Affiliates.
“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.
“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.
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[Signature page immediately follows.]
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Officer, as of the date first above written.
THE OFFICER: |
| RENOVACOR, INC. | |
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/s/ Wendy F. DiCicco |
| By: | /s/ Magdalene Cook, M.D. |
Wendy F. DiCicco |
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| Name: Magdalene Cook, M.D. |
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| Title: Chief Executive Officer |
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Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Joe Carroll (the “Executive”), dated June 17, 2022 (the “Effective Date”).
WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company;
WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;
WHEREAS, the Executive and the Company entered into an Offer Letter dated May 11, 2021 regarding the Executive’s initial employment with the Company (the “Offer Letter”) and concurrently with the execution of the Offer Letter, the Executive executed the Company’s standard Proprietary Information and Inventions Agreement (the “Inventions Agreement”); and
WHEREAS, upon becoming effective, this Agreement supersedes and replaces the Offer Letter in its entirety, but the Inventions Agreement remains in effect in accordance with its terms.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:
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Notwithstanding the foregoing, no such event shall constitute “Good Reason” unless (a) Executive shall have given written notice of such events to the Company within 60 days after the initial occurrence thereof, (b) the Company shall have failed to cure the condition constituting Good Reason within 30 days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) Executive terminates employment within 30 days after expiration of such cure period. For the avoidance of doubt, the Executive shall not have the right to resign for Good Reason for any event listed above that occurs outside of a Protected Period.
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“Affiliates” means the Company and all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.
“Change in Control” means a “Change in Control” as defined under the Company’s 2021 Omnibus Incentive Plan as in effect from time to time.
“Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.
“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.
“Protected Period” means the period beginning on the date of a Change in Control and ending on the second anniversary of that date.
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[Signature page immediately follows.]
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.
THE EXECUTIVE: |
| RENOVACOR, INC. | |
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/s/ Joe Carroll |
| By: | /s/ Magdalene Cook, M.D. |
Joe Carroll |
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| Name: Magdalene Cook, M.D. |
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| Title: Chief Executive Officer |
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