TradeUP (NASDAQ:UPTD) announced in an 8-K this afternoon that has entered into additional subscription agreements in connection with its combination with Estrella Biopharma.

Under these subscription agreements, Plentiful Limited and Lianhe World Limited, collectively known as the “Investors”, agreed to each buy $5,000,000 worth of UPTD’s common stock, priced at $10.00 per share.  However, if, at the Closing, the volume weighted average price of the shares over the fifteen trading days leading up to it (referred to as the “VWAP”) falls below $8.30, each Investor has the right to receive extra shares. This extra share count is calculated as the difference between $8.30 and the VWAP at the Closing, multiplied by 100,000.

Within thirty days after the Closing, each Investor is also entitled to receive an additional 704,819 shares. Furthermore, if, on the date 24 months after the Closing (the “24-Month Date”), the VWAP of the shares for the fifteen trading days leading up to that date (the “24-Month Date VWAP”) falls below $8.30, each Investor has the right to receive more shares. The number of extra shares is determined by the difference between $8.30 and the 24-Month Date VWAP, multiplied by the difference between the number of shares held by the Investor on the 24-Month Date and the number of shares acquired by the Investor after the Closing, divided by $10.00.

TradeUp initially announced its $398 million combination with Estrella Biopharma in October 2022. The combination was approved by shareholders on July 31, 2023, but the deal is still working its way to a close. However, today’s 8-k states that the combined company’s anticipated first date of trading will be in October 2023.

Emeryville, California-based Estrella is developing three potential cancer therapies aimed at improving the effectiveness of T-cell treatments.