Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On March 26, 2024, Longboard Pharmaceuticals, Inc. (the "Company") entered into a Non-Voting Common Stock Purchase Agreement (the "Agreement") with an investment fund (the "Investor") affiliated with Farallon Capital Management, L.L.C. ("Farallon"). Funds affiliated with Farallon have been and continue to be a greater than 5% stockholder in the Company. Pursuant to the Agreement, the Company agreed to sell 2,850,000 shares of its non-voting common stock (the "Shares") to the Investor at a purchase price of $21.00 per share, for aggregate gross proceeds of $59,850,000 (the "Private Placement"). No discounts, commissions or placement agent fees were payable in connection with the Private Placement. The closing of the Private Placement occurred on March 26, 2024.

The Shares have no associated voting rights, except as required by Delaware law. Under the Company's amended and restated certificate of incorporation, each Share is convertible into one share of the Company's voting common stock at any time at the holder's election unless such conversion would result in the holder beneficially owning more than 9.99% of the issued and outstanding voting common stock of the Company (the "Beneficial Ownership Limitation"); provided, however, that a holder may increase its Beneficial Ownership Limitation to no more than 19.99% upon 61 days' prior written notice to the Company, and may decrease its Beneficial Ownership Limitation immediately upon written notice to the Company. The conversion of the Shares is also subject to the expiration or early termination of any applicable premerger notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

The Agreement contains a covenant that the Investor and its affiliates shall not exceed aggregated beneficial ownership of 19.99% of the Company's voting common stock, calculated as if all shares of non-voting common stock held by the Investor and its affiliates were convertible without regard to the Beneficial Ownership Limitation. This restriction will lapse when the Investor and its affiliates beneficially own less than 10.00% of the Company's voting common stock, calculated as if all shares of non-voting common stock held by the Investor and its affiliates were convertible without regard to the Beneficial Ownership Limitation. The Agreement also contains additional customary representations and warranties from the Company and the Investor.

The offer and sale of the Shares in the Private Placement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction by an issuer not involving a public offering. The Investor represented that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the Shares and the shares of voting common stock issuable upon conversion thereof (collectively, the "Securities") for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of U.S. federal securities laws. Appropriate legends have been affixed to the Shares.