IDRA Idera Pharmaceuticals Inc

As previously disclosed by Aceragen, Inc. (formerly known as Idera Pharmaceuticals, Inc.) (“Aceragen,” the “Company,” “we,” “us,” and “our”), in its Current Report on Form 8-K filed on September 30, 2022, the Company is party to that certain binding term sheet (the “Term Sheet”) entered into with certain former stockholders of Arrevus, Inc. (the “Former Stockholders”), under which Aceragen and the Former Stockholders agreed to defer certain payments owed by Aceragen to the Former Stockholders. Pursuant to the terms of the Term Sheet, on January 31, 2023, the Company issued 12% convertible unsecured promissory notes (the “Convertible Notes”) to the Former Stockholders in an aggregate amount of approximately $5.896 million.

The Convertible Notes bear annual interest at 12%. Under the terms of the Convertible Notes, at the holder’s election, any or all of the then outstanding principal and accrued interest may be converted into shares of Company’s common stock, par value $0.001 per share (the “Common Stock”) using a conversion price determined by the VWAP (as defined in the Convertible Notes) on the applicable trading market for the fifteen consecutive trading days ending prior to the date the holder provides notice of their intent to convert. The terms of the Convertible Notes provide the Former Stockholders with customary registration rights covering the Common Stock issued following any conversion of the Convertible Notes.

The foregoing description of the Convertible Notes does not purport to be a complete and is qualified in its entirety by reference to the full text of the Convertible Note, filed herewith as Exhibit 4.1, which is incorporated by reference into this Item 1.01.