1.12 Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.
1.13 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.14 GAAP means generally accepted accounting principles in the United States.
1.15 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.16 Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.
1.17 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.18 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.19 Key Employee means any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).
1.20 Major Investor means any Investor that, individually or together with such Investors Affiliates, either (i) purchases (or who has committed to purchase pursuant to the Purchase Agreement), or (ii) receives pursuant to the Agreement and Plan of Merger by and among the Company, Sana Biotechnology IV, Inc., Cobalt Biomedicine, Inc., and VentureLabs VI, Inc., dated as of December 20, 2018, as amended (the Merger Agreement), at least 10,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification effected after the date hereof).
1.21 New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
1.22 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.