EX1A-6 MAT CTRCT 12 ea024318701ex6-4_promicell.htm STOCK OPTION AGREEMENT WITH PROMICELL, INC. AND M. BLEAKLEY AND PROMICELL, INC

Exhibit 6.4

 

PromiCell, Inc.

2023 Equity Incentive Plan

 

Notice of Stock Option Grant

 

Unless otherwise defined in this Notice of Stock Option Grant (the “Notice”), any capitalized terms used in will have the meaning ascribed to them in the PromiCell, Inc. 2023 Equity Incentive Plan (as may be amended or restated from time to time, the “Plan”). The Participant has been granted an option to purchase Common Stock (the “Option”) of PromiCell, Inc., a Delaware corporation (the “Company”), subject to the terms and conditions of this Notice, the Plan and the Stock Option Agreement (the “Option Agreement”), which are incorporated herein by reference.

 

Name of Participant: Marie Bleakley
   
Grant Number As reflected in Carta
   
Total Number of Shares: 100,000
   
Type of Option: Nonstatutory Stock Option (NSO)
   
Exercise Price per Share: $0.545
   
Date of Grant: May 17, 2024
   
Vesting Schedule: The number of shares subject to the Option shall vest in ratable quarterly installments over a three (3) year period, commencing with the calendar quarter ending June 30, 2024 and each subsequent calendar quarter thereafter through the calendar quarter ending March 31, 2027, subject to the Optionee’s continuous service with the Company through the applicable vesting date.
   
Vesting Commencement Date: April 1, 2024
   
Repurchase Right: The Company retains a right to repurchase any shares acquired upon the exercise of this Option at the Repurchase Price (as defined in the Option Agreement) as provided in Section 7(h) of the Option Agreement.
   
Expiration Date: May 17, 2034. This Option expires earlier if the Participant’s Service terminates earlier, as provided in Section 6 of the Option Agreement.

 

By signing below, the Participant and the Company agree that this Option is granted under, and governed by the terms and conditions of the Plan and the Option Agreement. Both of these documents are attached to, and made a part of, this Notice. Section 13 of the Option Agreement includes important acknowledgements of the Participant.

 

 

 

 

  Promicell, inc.
     
  By: /s/ Miltiadis Sougioultzoglou M.D.
  Name:  Miltiadis Sougioultzoglou M.D.
  Title: President
  Addrees:  3350 Virginia Street, 2nd Floor, Coconut Grove, FL 33133

 

Participant:  
     
By: /s/ Marie Bleakley  
Name:  Marie Bleakley  
  07/04/2024