On September 15, 2026, in connection with the pending business combination with GNQ Insilico, Inc. ("GNQ"), IB Acquisition Corp. (the "Company") entered into the agreements described below.

 

Equity Purchase Facility

 

Equity Purchase Facility Agreement

 

On September 15, 2026, the Company entered into an Equity Purchase Facility Agreement (the "Equity Purchase Agreement") with a certain institutional investor (the "ELOC Investor"), pursuant to which the Company has the right, but not the obligation, to sell to the ELOC Investor up to $50.0 million in aggregate gross purchase price of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (the "Common Shares"). The Common Shares will be listed on the Nasdaq Global Market under the symbol "GNQI" following the closing of the business combination with GNQ (the "Business Combination").

 

The commitment period under the Equity Purchase Agreement begins when the initial registration statement covering the resale of Common Shares is declared effective by the SEC and continues for up to 36 months, subject to early termination upon full utilization of the $50.0 million commitment or certain other events specified in the Equity Purchase Agreement.

 

The Company may request purchases from time to time by delivering advance notices to the Investor. The purchase price for each advance will be based on the volume weighted average price of the Common Shares during an applicable pricing period. The Equity Purchase Agreement includes a 4.99% beneficial ownership limitation on the Investor (which may be increased to 9.99% upon prior notice) and an exchange cap of 19.99% of the outstanding Common Shares, unless the Company obtains stockholder approval.

 

As consideration for the Investor’s commitment, the Company will issue a convertible promissory note in the principal amount of $675,000 (the "Commitment Note"), which is convertible into Common Shares (the "Commitment Shares") in accordance with its terms.

 

The Equity Purchase Agreement contains customary representations, warranties and covenants. The Company’s ability to request purchases is subject to customary conditions, including the effectiveness of a registration statement covering the resale of Common Shares.

 

The foregoing description of the Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.