NALU / Nalu Medical Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Nalu Medical, Inc. 2320 Faraday Avenue, Suite 100 Carlsbad, CA 92008 December 9, 2021

Nalu Medical, Inc. 2320 Faraday Avenue, Suite 100 Carlsbad, CA 92008 December 9, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3720 Attention: Jane Park Laura Crotty Kristin Lochhead Jeanne Baker Re: Nalu Medical, Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-257796 Ladies and Gentlemen: On

As filed with the Securities and Exchange Commission on July 22, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 22, 2021.

Warrant to Purchase Stock issued October 29, 2020, issued by the Registrant to Oxford Finance LLC.

EX-4.5 11 d102511dex45.htm EX-4.5 Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF

Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering.

EX-3.5 6 d102511dex35.htm EX-3.5 Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF NALU MEDICAL, INC. (initially adopted on November 7, 2014) (as amended and restated on [ ], 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE P

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NALU MEDICAL, INC. Nalu Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Nalu Medical, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October

Loan and Security Agreement, dated October 29, 2020, among the Registrant, Silicon Valley Bank, and Oxford Finance, LLC.

Exhibit 10.9 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 29, 2020 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation (“Bank” or “SVB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including SVB in its capacit

Chairperson Offer Letter between the Registrant and Keegan Harper effective as of July 9, 2021.

EX-10.10 19 d102511dex1010.htm EX-10.10 Exhibit 10.10 July 9, 2021 Keegan Harper Via email Dear Keegan: Nalu Medical, Inc. (the “Company”) is pleased to offer you the position of Executive Chairperson of the Company (or such other title as mutually agreed between you and the Company). In your new position, you will report directly to the Company’s board of directors (the “Board”). If you accept th

Amended and Restated Patent License Agreement, dated June 26, 2015, between the Registrant and AcceleMed LLC.

EX-10.7 16 d102511dex107.htm EX-10.7 Exhibit 10.7 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. AMENDED AND RESTATED PATENT LICENSE AGREEMENT This AMENDED AND RESTATED PATENT LICENSE AGREEMENT (this “Agreement”) is made effective as of June 26, 2015 (the “Effecti

see page II-7 to this Form S-1

Table of Contents As filed with the Securities and Exchange Commission on July 9, 2021.

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of this offering.

EX-3.3 4 d102511dex33.htm EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NALU MEDICAL, INC. a Delaware corporation Nalu Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of

2014 Equity Incentive Plan, as amended.

EX-10.2 14 d102511dex102.htm EX-10.2 Exhibit 10.2 NALU MEDICAL, INC. 2014 EQUITY INCENTIVE PLAN (as amended on October 14, 2020) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Compan

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.1 NALU MEDICAL, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of , 2021 and is between Nalu Medical, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS WHEREAS, indemnitee’s service to the Company substantially benefits the Company. WHEREAS, individuals are reluctant to serve as directors

Sublicense Agreement, dated June 26, 2015, between the Registrant and AcceleMed, LLC.

Exhibit 10.8 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. SUBLICENSE AGREEMENT This Sublicense Agreement (this “Agreement”) between Nalu Medical, Inc., a Delaware corporation having a principal place of business at 690 Lynwood Drive, Encinitas, CA 92024 (“Nalu”)

Amended and Restated Warrant to Purchase Stock issued September 27, 2019, issued by the Registrant to PacWest Bancorp.

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFRO

Bylaws of the Registrant, as currently in effect.

EX-3.4 5 d102511dex34.htm EX-3.4 Exhibit 3.4 BYLAWS OF NALU MEDICAL, INC. Adopted November 7, 2014 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without

Change in Control and Severance Agreement between the Registrant and Jeffrey Swiecki dated as of July 2, 2021.

Exhibit 10.15 NALU MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made between Nalu Medical, Inc. (the “Company”) and Jeff Swiecki (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant

Change in Control and Severance Agreement between the Registrant and Jonathan Ruais dated as of July 6, 2021.

EX-10.16 25 d102511dex1016.htm EX-10.16 Exhibit 10.16 NALU MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made between Nalu Medical, Inc. (the “Company”) and Jon Ruais (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an under

Change in Control and Severance Agreement between the Registrant and Earl Fender dated as of July 2, 2021.

Exhibit 10.14 NALU MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made between Nalu Medical, Inc. (the “Company”) and Earl Fender (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant t

Confirmatory Offer Letter between the Registrant and Jeffrey Swiecki dated as of July 2, 2021.

EX-10.12 21 d102511dex1012.htm EX-10.12 Exhibit 10.12 NALU MEDICAL, INC. Confirmatory Employment Letter July 2, 2021 Jeff Swiecki Dear Mr. Jeff Swiecki: This letter agreement (the “Agreement”) is entered into between Nalu Medical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date of the first sale of common equity securities of the Company to the general public upon

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF NALU MEDICAL, INC.* Name of Subsidiary Jurisdiction of Incorporation or Organization Nalu Medical Australia Pty Ltd. Australia * Inclusion on the list above is not an admission that any of the above entities, individually or in the aggregate, constitutes a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X and Item 601(b)(21)(ii) of Regulation

Specimen common stock certificate of the Registrant.

EX-4.2 8 d102511dex42.htm EX-4.2 Exhibit 4.2 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 629864 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF NALU MEDICAL, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this

Confirmatory Offer Letter between the Registrant and Jonathan Ruais dated as of July 2, 2021.

Exhibit 10.13 NALU MEDICAL, INC. Confirmatory Employment Letter July 2, 2021 Jonathan Ruais Dear Mr. Jonathan Ruais: This letter agreement (the “Agreement”) is entered into between Nalu Medical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten publi

Warrant to Purchase Stock issued October 29, 2020, issued by the Registrant to Silicon Valley Bank.

EX-4.6 12 d102511dex46.htm EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as currently in effect.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NALU MEDICAL, INC. Nalu Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: FIRST: The name of the Corporation is Nalu Medical, Inc. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of

Forms of Award Agreement under the 2014 Equity Incentive Plan, as amended.

Exhibit 10.3 NALU MEDICAL, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). I. NOTICE OF STOCK OPTION GRANT Name: «Name» Address: «Address» «CityStateZip» The undersigned Participant (also referred to h

Confirmatory Offer Letter between the Registrant and Earl Fender dated as of July 2, 2021.

EX-10.11 20 d102511dex1011.htm EX-10.11 Exhibit 10.11 NALU MEDICAL, INC. Confirmatory Employment Letter July 2, 2021 Earl Fender Dear Mr. Earl Fender: This letter agreement (the “Agreement”) is entered into between Nalu Medical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date of the first sale of common equity securities of the Company to the general public upon th

Amended and Restated Investor Rights Agreement among the Registrant and certain of its stockholders, dated July 3, 2020.

Exhibit 4.1 NALU MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 3, 2020 TABLE OF CONTENTS Page Section 1 Definitions 1 1.1 Certain Definitions 1 Section 2 REGISTRATION RIGHTS 4 2.1 Requested Registration 4 2.2 Company Registration 6 2.3 Registration on Form S-3 7 2.4 Expenses of Registration 7 2.5 Registration Procedures 8 2.6 Indemnification 9 2.7 Information by Holder 11 2.8

Second Warrant to Purchase Stock issued September 27, 2019, originally issued by the Registrant to Pacific Western Bank.

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFRO

Amendment No. 2 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on June 2, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all

DRS/A 1 filename1.htm Table of Contents Amendment No. 2 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on June 2, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE

SECOND WARRANT TO PURCHASE STOCK Corporation: NALU MEDICAL, INC. Number of Shares: See Section 1.7 Class of Stock: Series B Preferred Stock Initial Exercise Price: $1.4525 per share Issue Date: September 27, 2019 Expiration Date: September 27, 2029

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFRO

AMENDED AND RESTATED WARRANT TO PURCHASE STOCK Corporation: NALU MEDICAL, INC. Number of Shares: 259,193 Class of Stock: Series A-2 Preferred Stock Initial Exercise Price: $0.7234 per share Original Issue Date: August 9, 2017 Issue Date: September 27

EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION T

WARRANT TO PURCHASE STOCK Company: NALU MEDICAL, INC., a Delaware corporation Number of Shares: 94,508 shares (the ?Initial Shares?) which is equal to 0.045% of the total fully diluted shares of the Company as of the Issue Date, plus up to 63,006 Add

Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

LOAN AND SECURITY AGREEMENT

Exhibit 10.7 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of October 29, 2020 (the ?Effective Date?) by and among SILICON VALLEY BANK, a California corporation (?Bank? or ?SVB?), as collateral agent (in such capacity, ?Collateral Agent?), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including SVB in its capacit

WARRANT TO PURCHASE STOCK Company: NALU MEDICAL, INC., a Delaware corporation Number of Shares: 94,508 shares Type/Series of Stock: Series C Preferred Warrant Price: $0.8105 per share Issue Date: October 29, 2020 Expiration Date: October 29, 2030 See

EX-4.5 Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND

Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on March 31, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and al

Table of Contents Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on March 31, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingto

AMENDED AND RESTATED PATENT LICENSE AGREEMENT

EX-10.5 5 filename5.htm Exhibit 10.5 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. AMENDED AND RESTATED PATENT LICENSE AGREEMENT This AMENDED AND RESTATED PATENT LICENSE AGREEMENT (this “Agreement”) is made effective as of June 26, 2015 (the “Effective Date”) by

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NALU MEDICAL, INC.

EX-3.2 3 filename3.htm Exhibit 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NALU MEDICAL, INC. Nalu Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: FIRST: The name of the Corporation is Nalu Medical, Inc. The Corporation’s original Certificate of Incorporation was filed with the

BYLAWS OF NALU MEDICAL, INC. Adopted November 7, 2014

EX-3.4 4 filename4.htm Exhibit 3.4 BYLAWS OF NALU MEDICAL, INC. Adopted November 7, 2014 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting

SUBLICENSE AGREEMENT

EX-10.6 6 filename6.htm Exhibit 10.6 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. SUBLICENSE AGREEMENT This Sublicense Agreement (this “Agreement”) between Nalu Medical, Inc., a Delaware corporation having a principal place of business at 690 Lynwood Drive, Enci

As confidentially submitted to the Securities and Exchange Commission on February 12, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 12, 2021.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NALU MEDICAL, INC.

EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NALU MEDICAL, INC. Nalu Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Nalu Medical, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State