the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.
1.11 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.
1.12 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.
1.13 GAAP means generally accepted accounting principles in the United States.
1.14 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.15 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.
1.16 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.17 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.18 Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.
1.19 Logos means Logos Opportunities Fund II, L.P. and any Affiliates thereof.
1.20 Major Investor means (i) any Investor that, individually or together with such Investors Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) and (ii) for the purposes of Section 4 only, TSRI.
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 Nextech means Nextech V Oncology S.C.S., SICAV-SIF.
1.23 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.