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`1
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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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`PERCEPTIVE ADVISORS, LLC,
`PERCEPTIVE CREDIT OPPORTUNITIES
`FUND IV, LP, ELLEN HUKKELHOVEN,
`KBI SERVICES, INC., KINDBODY, INC.,
`TARA COMONTE, RIVKA FRIEDMAN,
`KATHY HARRIS, LINDA MINTZ, and
`THERESA SEXTON,
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` Plaintiffs,
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` v.
`GINA BARTASI,
` Defendant.
`
`C.A. No. 2025-1136-MTZ
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`PUBLIC VERSION
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`Dated: December 5, 2025
`GINA BARTASI,
` Counterclaim Plaintiff,
` v.
`PERCEPTIVE ADVISORS, LLC,
`PERCEPTIVE CREDIT OPPORTUNITIES
`FUND IV, LP, ELLEN HUKKELHOVEN,
`KBI SERVICES, INC., KINDBODY, INC.,
`TARA COMONTE, RIVKA FRIEDMAN,
`KATHY HARRIS, ADAM STONE, LINDA
`MINTZ, and THERESA SEXTON,
` Counterclaim Defendants.
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`
`
`GINA BARTASI’S ANSWER TO VERIFIED COMPLAINT
`AND VERIFIED COUNTERCLAIMS
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`Defendant Gina Bartasi, by and through her counsel, hereby answers the
`Verified Complaint (D.I. 1, the “Complaint”) filed by Plaintiffs Perceptive Advisors,
`LLC, Perceptive Credit Opportunities Fund IV, LP and Ellen Hukkelhoven (the
`EFiled: Dec 05 2025 04:45PM EST
`Transaction ID 77934472
`Case No. 2025-1136-MTZ
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`“Perceptive Plaintiffs”), which was joined by KBI Services, Inc., Kindbody, Inc., Tara
`Comonte, Rivka Friedman, Kathy Harris, Linda Mintz, and Theresa Sexton (the
`“Kindbody Plaintiffs”, and collectively with the Perceptive Plaintiffs, the
`“Plaintiffs”), and asserts Verified Counterclaims for declaratory judgment and
`breach of fiduciary duty.
`Bartasi denies each allegation contained in the Complaint except those
`allegations specifically admitted below. Bartasi denies that Plaintiffs are entitled to
`any of the relief sought by the Complaint or its requests for relief to the extent not
`already granted by this Court. Certain of the Complaint’s headings, subheadings,
`non-numbered statements, footnotes, and other material not contained in numbered
`paragraphs contain allegations, and Bartasi denies them. Bartasi denies Plaintiffs’
`characterization of any documents quoted in the Complaint. Bartasi’s use of the
`defined terms in the Complaint should not be interpreted as, and is not, an admission
`that (i) Bartasi agrees with Plaintiffs’ characterization or use of the defined terms,
`(ii) the defined terms are accurate, or (iii) the documents or items described by the
`defined terms actually exist. Bartasi uses these defined terms solely for purposes of
`responding to the allegations of the Complaint. Bartasi files this Answer to the
`Complaint without waiver of any rights under the Rules of the Court of Chancery,
`including the right to amend or supplement this Answer and defenses without leave
`of Court.
`1. Plaintiffs Perceptive Advisors, LLC (“Perceptive Advisors”), Perceptive
`Credit Opportunities Fund IV, LP (“Perceptive Credit” and together with Perceptive
`Advisors and nonparty Perceptive Life Sciences Master Fund, Ltd., “Perceptive”),
`and Ellen Hukkelhoven (together with Perceptive, “Plaintiffs”), by and through their
`undersigned counsel, hereby allege for their verified complaint as follows:
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`ANSWER: Paragraph 1 is a preamble to the Complaint. As such, no response
`is required.
`2. This action seeks declaratory and injunctive relief to enforce multiple
`binding forum-selection clauses requiring that all disputes among the parties be
`heard exclusively in the courts of Delaware. Bartasi, however, filed and prosecuted
`claims that fall squarely within these Delaware forum-selection clauses in New York
`state court, in clear violation of her contractual obligations. Making matters worse,
`Bartasi is also attempting to use her improperly filed New York action (the “New
`York Action”) to
` to create leverage over Plaintiffs. This Court’s urgent
`intervention is therefore necessary to vindicate the parties’ contractual
`commitments, Delaware’s strong public policy favoring enforcement of such
`provisions, and the orderly governance of a Delaware corporation.
`ANSWER: Paragraph 2 states Plaintiffs’ characterization of this action and
`legal conclusions to which no response is required. To the extent a response is
`required, the allegations of Paragraph 2 are denied.
`3. Bartasi is the former Chief Executive Officer of KBI Services, Inc.
`(“Kindbody”), a Delaware corporation. In 2024, under Bartasi’s management,
`Kindbody
` In response, Kindbody’s Board appointed a Transaction Committee
`of two disinterested directors, Linda Mintz and Tara Comonte, to consider potential
`financing options for Kindbody, negotiate the terms of prospective financing
`transactions, and make a recommendation to the Board.
`ANSWER: Denied.
`4. Over several months, the Transaction Committee considered several
`alternative financing options, but ultimately the only viable proposal came from
`Perceptive, in the form of a new Series E Financing. Up to that point, Perceptive had
`provided Kindbody with a short-term loan to help it navigate t
`. At the recommendation of the Transaction Committee, in
`December 2024, Kindbody completed the Series E Financing led by Perceptive. The
`Series E Financing was approved by Kindbody’s Board and Bartasi, who, before the
`fundraise, was Kindbody’s Chief Executive Officer, Board Chair, and
`stockholder.
`ANSWER: Denied.
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`5. The Series E Financing was effected through the Amended and
`Restated Certificate of Incorporation (the “Certificate,” Ex. 1) and a series of
`interrelated Delaware-law documents that Bartasi executed and is party to,
`including the Eighth Amended and Restated Voting Agreement (the “Voting
`Agreement,” Ex. 2) and the Series E Preferred Stock and Warrant Purchase
`Agreement (the “Purchase Agreement,” Ex. 3) 1. Each of these contracts contains an
`exclusive forum-selection clause that designates Delaware as the sole and proper
`forum for any suit, action, or proceeding arising out of or based upon the relevant
`agreement. Bartasi’s New York Action arises out of, relates to, or is based on each of
`the agreements and the Certificate.
`ANSWER: Paragraph 5 purports to characterize the Certificate, Voting
`Agreement, Purchase Agreement, and several other agreements which speak for
`themselves. Bartasi denies all allegations inconsistent with the Certificate, Voting
`Agreement, Purchase Agreement, and the other agreements and refers the Court to
`these agreements for their complete and accurate contents.
`6. The Purchase Agreement and the Voting Agreement both contain
`prevailing party provisions that award fees and costs to any party that brings any
`action to enforce or interpret its terms, including the forum-selection clauses. Ex. 3
`at 29 (§ 6.8); Ex. 2 at 11 (§ 8.15).
`ANSWER: Paragraph 6 purports to characterize the Purchase Agreement
`and Voting Agreement which speak for themselves. Bartasi denies all allegations
`inconsistent with the Purchase Agreement and Voting Agreement and refers the
`Court to the Purchase Agreement and Voting Agreement for their complete and
`accurate contents.
`7. The Voting Agreement further states that any breach of its provisions—
`including the forum-selection clause—causes irreparable harm and entitles the non-
`breaching parties to injunctive relief and specific performance. Ex. 2 at 8 (§ 6.2). By
`signing the Voting Agreement, Bartasi not only consented to Delaware jurisdiction,
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`1 Bartasi is party to several other agreements that were entered into in connection with the
`Series E Financing, including an Amended and Restated Right of First Refusal and Co-Sale
`Agreement and an Amended and Restated Investors’ Rights Agreement. Both contain
`Delaware forum-selection clauses. See Exs. 4-5.
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`she acknowledged that damages would be inadequate to remedy any violation of her
`obligation to litigate here.
`ANSWER: Paragraph 7 purports to characterize the Voting Agreement which
`speaks for itself. Bartasi denies all allegations inconsistent with the Voting
`Agreement and refers the Court to the Voting Agreement for its complete and
`accurate contents.
`8. Contemporaneous with the Series E Financing, Bartasi executed a
`Separation Agreement in which she resigned as Kindbody’s Chief Executive Officer
`and Board Chair, released all claims against Kindbody, its directors, and its
`investors (including Perceptive),
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` See Ex. 6 (Separation
`Agreement) at 2-8. The Separation Agreement also included a Support and
`Standstill Agreement (“Support Agreement”), by which Bartasi agreed to support
`the Series E Financing. Id. at 5-6. It contains a Delaware forum-selection clause and
`provides that any breach of its provision constitutes irreparable harm that can be
`remedied by injunctive relief. Id. at 26-27.
`ANSWER: Paragraph 8 purports to characterize the Separation Agreement
`and Support Agreement which speak for themselves. Bartasi denies all allegations
`inconsistent with the Separation Agreement and Support Agreement and refers the
`Court to the Separation Agreement and Support Agreement for their complete and
`accurate contents.
`9. Bartasi entered the Separation Agreement with the advice and
`assistance of counsel—which Kindbody paid for—and had 21 days to review its
`terms before signing and seven to revoke it after signing. But Bartasi never revoked
`the Separation Agreement and has kept the benefits provided to her thereunder
`through today.
`ANSWER: Denied.
`10. Despite her clear Delaware forum obligations, Bartasi filed the New
`York Action on May 30, 2025, asserting fiduciary duty claims against Perceptive
`arising from the Series E Financing. Last week, on October 1, 2025, she amended
`her complaint, adding a claim for aiding-and-abetting breach of fiduciary duty, and
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`also adding as defendants Perceptive Credit, Kindbody, and its directors, including
`Ellen Hukkelhoven. Ex. 7 (Amended Complaint) ¶¶ 1-13. The amended complaint
`filed on October 1 supersedes the original complaint rendering the original without
`legal effect “as though the original pleading had never been served.” Healthcare I.Q.,
`LLC v. Tsai Chung Chao, 118 A.D.3d 98, 103 (1st Dep’t 2014).
`ANSWER: Admitted that Bartasi filed the New York Action on May 30, 2025,
`and filed an amended complaint in the New York Action on October 1, 2025.
`Paragraph 10 purports to characterize the Amended Complaint which speaks for
`itself. Bartasi denies all allegations inconsistent with the Amended Complaint and
`refers the Court to the Amended Complaint for its complete and accurate contents.
`Paragraph 10 also states Plaintiffs’ legal conclusions to which no response is
`required. To the extent a response is required, Bartasi denies the allegations.
`11. Following her amendment last week, on October 3, 2025, Bartasi filed
`an Order to Show Cause requesting expedited “preliminary relief” in the New York
`Action to Ex. 8 (Bartasi
`Affirmation) ¶ 1. That
`stands to offer significant value to Kindbody and its stockholders, including
`Perceptive. The Kindbody Board, including Ms. Hukkelhoven, is supportive
` to serve the best interests of
`Kindbody and its stockholders. Bartasi does not and cannot allege that there is
`anything improper
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` instead, she is merely trying to while she
`litigates her defective fiduciary duty and aiding and abetting claims, which she has
`already released and, in any event, can only bring in this Court. In so doing, Bartasi
`is seeking to deprive Kindbody and its stockholders of
` for no legitimate reason.
`ANSWER: Admitted that Bartasi filed an Order to Show Cause and an
`affirmation on October 3, 2025, in the New York Action. Paragraph 11 purports to
`characterize the Order to Show Cause and the affirmation which speak for
`themselves. Bartasi denies all allegations inconsistent with the Order to Show Cause
`and the declaration and refers the Court to the Order to Show Cause and the
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`affirmation for their complete and accurate contents. Bartasi denies the remaining
`allegations in Paragraph 11.
`12. Every aspect of the New York Action arises from or relates to the
`Purchase Agreement, Voting Agreement, Support Agreement, and Certificate—all
`of which designate Delaware as the sole proper forum. By filing the amended
`complaint, Bartasi has materially breached those contracts, invaded Delaware’s core
`jurisdiction over its corporations, and inflicted immediate and ongoing harm upon
`Plaintiffs.
`ANSWER: Denied.
`13. Plaintiff Perceptive Advisors is a Delaware limited liability company
`headquartered in New York, New York.
`ANSWER: Admitted.
`14. Plaintiff Perceptive Credit is a wholly owned subsidiary of Perceptive
`Advisors. Perceptive manages investment funds that invest in healthcare and life-
`sciences companies.
`ANSWER: Admitted as to the first sentence. Bartasi lacks sufficient
`information to form a belief as to the truth or falsity of the second sentence of this
`paragraph and denies it on that basis.
`15. Non-party Kindbody, Inc. is a Delaware corporation with its principal
`place of business in New York, New York. Kindbody’s internal governance,
`capitalization, and investor relationships are governed by Delaware law.
`ANSWER: Admitted that Kindbody, Inc. is a Delaware corporation with its
`principal place of business in New York. Bartasi denies all other allegations. By way
`of further response, Kindbody, Inc. is now a party in this action. D.I. 22.
`16. Non-party KBI Services, Inc. (“Kindbody”) is a Delaware corporation,
`wholly owned by Kindbody, Inc., that operates a nationwide network of fertility
`clinics and offers a range of services to support family building. Ex. 1 at 1. Its
`principal place of business is New York, New York. Kindbody’s internal governance,
`capitalization, and investor relationships are governed by Delaware law.
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`ANSWER: Admitted that Kindbody is a Delaware corporation wholly owned
`by Kindbody, Inc. with its principal place of business in New York, New York.
`Bartasi denies all other allegations. By way of further response, Kindbody is now a
`party in this action. D.I. 22.
`17. Non-party Linda Mintz is the current Chair of Kindbody’s Board of
`Directors and is an investor in Kindbody.
`ANSWER: Admitted except that by way of further response, Mintz is now a
`party to this action. D.I. 22.
`18. Plaintiff Ellen Hukkelhoven is a Director on the Board (“Director”) and
`is Perceptive’s Head of Research.
`ANSWER: Admitted.
`19. Non-party Kathy Harris is a Director of Kindbody, investor in
`Kindbody, and venture partner of Claritas Capital, an investor in Kindbody.
`ANSWER: Admitted that Harris is an investor in Kindbody and venture
`partner of Claritas Capital, an investor in Kindbody. By way of further response,
`Harris is now a party to this action. D.I. 22.
`20. Non-party Theresa Sexton is a Director of Kindbody and Managing
`Partner of Claritas Capital.
`ANSWER: Admitted that Sexton is a Director of Kindbody and Managing
`Partner of Claritas Capital. By way of further response, Sexton is now a party to this
`action. D.I. 22.
`21. Non-party Rivka Friedman is a Director and Managing Partner of
`Morgan Health, an investor in Kindbody.
`ANSWER: Admitted that Friedman is a Director and Managing Partner of
`Morgan Health, an investor in Kindbody. By way of further response, Friedman is
`now a party to this action. D.I. 22.
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`22. Non-party Tara Comonte is a Director of Kindbody.
`ANSWER: Admitted that Comonte is a Director. By way of further response,
`Comonte is now a party to this action. D.I. 22.
`23. Defendant Gina Bartasi (“Bartasi”) is the former Chief Executive
`Officer and Board Chair of Kindbody. Until her resignation in December 2024, she
`exercised substantial control over Kindbody’s management and Board composition
`through her holdings of “Founder Convertible Preferred Stock” (“Founder Stock”)
`and her contractual rights under Kindbody’s governing documents. Before the
`Series E fundraise, Bartasi held of Kindbody’s preferred stock. Ex. 6 at 1 (§1);
`Ex. 7 ¶ 75.
`ANSWER: Paragraph 23 purports to characterize the contents of several
`exhibits which speak for themselves. Bartasi denies all allegations inconsistent with
`the exhibits and refers the Court to the exhibits for their complete and accurate
`contents. Bartasi denies the remaining allegations in Paragraph 23.
`24. This Court has subject matter jurisdiction over this controversy under
`10 Del. C. § 341 because Plaintiffs seek equitable relief, including injunctive relief to
`enjoin the New York Action through which Bartasi (improperly) raises derivative
`claims concerning a Delaware corporation;
` and demands her reinstatement as Chairperson and
`CEO of that corporation. This Court also has subject matter jurisdiction over this
`controversy under 8 Del. C. § 111(a)(2) because this is an action to interpret a stock
`purchase agreement.
`ANSWER: Paragraph 24 states Plaintiffs’ characterization of this action and
`legal conclusions to which no response is required. To the extent a response may be
`required, the allegations of paragraph 24 are denied.
`25. This Court has personal jurisdiction over Defendant under 10 Del. C.
`§ 3104 and 10 Del. C. § 3114 because she consented to jurisdiction expressly in the
`Purchase Agreement, Voting Agreement, Support Agreement, and Certificate and is
`being sued in connection with a matter related to her conduct while an officer and
`director of a Delaware entity.
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`ANSWER: Paragraph 25 states Plaintiffs’ characterization of this action and
`legal conclusions to which no response is required. To the extent a response may be
`required, the allegations of paragraph 25 are denied.
`26. In the Purchase Agreement, Bartasi agreed to “ irrevocably and
`unconditionally submit to the jurisdiction of the federal or state courts located in
`the State of Delaware for the purpose of any suit, action or other proceeding arising
`out of or based upon this Agreement” and further agreed “ not to commence any
`suit, action or other proceeding arising out of or based upon this Agreement
`except in the federal or state courts located in the State of Delaware…” Ex. 3 at 29-30
`(§ 6.13) (emphasis added). She agreed to the same in the Voting Agreement. Ex. 2
`at 11 (§ 8.14).
`ANSWER: Paragraph 26 purports to characterize the Purchase Agreement
`and Voting Agreement which speak for themselves. Bartasi denies all allegations
`inconsistent with the Purchase Agreement and Voting Agreement and refers the
`Court to the Purchase Agreement and Voting Agreement for their complete and
`accurate contents. Further, Paragraph 26 states Plaintiffs’ legal conclusions to which
`no response is required. To the extent a response may be required, the allegations in
`Paragraph 26 are denied.
`27. In the Support Agreement, Bartasi agreed to “ irrevocably and
`unconditionally consent[] and submit[] to the exclusive jurisdiction and venue of
`the Court of Chancery of the State of Delaware,” for “any Action between any of the
`parties arising out of or relating to [the] Agreement.” Ex. 6 at 27-28 (§ 17) (emphasis
`added).
`ANSWER: Paragraph 27 purports to characterize the Support Agreement
`which speaks for itself. Bartasi denies all allegations inconsistent with the Support
`Agreement and refers the Court to the Support Agreement for its complete and
`accurate contents. Further, Paragraph 27 states Plaintiffs’ legal conclusions to which
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`no response is required. To the extent a response may be required, the allegations in
`Paragraph 27 are denied.
`28. The Certificate provides that “the Court of Chancery in the State of
`Delaware shall be the sole and exclusive forum for any stockholder (including a
`beneficial owner) to bring … any action asserting a claim of breach of fiduciary duty
`owed by any director, officer or other employee of the Corporation to the
`Corporation or the Corporation's stockholders” as well as “any action asserting a
`claim against the Corporation, its directors, officers or employees governed by the
`internal affairs doctrine or that otherwise relates to the internal affairs of the
`Corporation…” Ex. 1 Art. X (Dispute Resolution). It further provides that Delaware
`is the exclusive jurisdiction for “any derivative action or proceeding brought on
`behalf of the Corporation.” Id.
`ANSWER: Paragraph 28 purports to characterize the Certificate which
`speaks for itself. Bartasi denies all allegations inconsistent with the Certificate and
`refers the Court to the Certificate for its complete and accurate contents.
`29. Venue is proper in this Court because Plaintiffs’ claims relate to the
`internal affairs—as she brings fiduciary breach claims against Kindbody and its
`directors concerning a financing transaction and the removal and reinstatement of
`herself as Kindbody’s
`Moreover, in the Purchase Agreement, the parties agreed that the Courts of the State
`of Delaware will be the exclusive forum for resolution of the claims Bartasi
`improperly tries to assert in New York Supreme Court. In the Purchase Agreement,
`Bartasi agreed to
`[W]aive, and [] not to assert, by way of motion, as a
`defense, or otherwise, in any such suit, action or
`proceeding, any claim that a party is not subject to the
`jurisdiction of the above-named [Delaware] courts [or]
`that any suit, action or proceeding arising out of or based
`upon this Agreement commenced in the federal or state
`courts located in the State of Delaware is brought in an
`inconvenient forum, that the venue of such suit, action or
`proceeding is improper or that this Agreement or the
`subject matter hereof may not be enforced in or by such
`court.
`Ex. 3 at 29-30 (§ 6.13); Ex. 2 at 11 (§ 8.14).
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`ANSWER: Paragraph 29 purports to characterize the Purchase Agreement
`which speaks for itself. Bartasi denies all allegations inconsistent with the Voting
`Agreement and refers the Court to the Voting Agreement for its complete and
`accurate contents. Further, Paragraph 29 states Plaintiffs’ legal conclusions to which
`no response is required. To the extent a response may be required, the allegations in
`Paragraph 29 are denied.
`30. Kindbody offers comprehensive reproductive and family-building care
`nationwide. From its inception, Kindbody sought to modernize the fertility industry
`through vertical integration—combining clinical care, laboratory services, and
`employer fertility-benefits management under one corporate platform. By 2024,
`Kindbody had grown to more than two dozen locations nationwide and maintained
`contractual relationships with numerous major employers through its fertility-
`benefits platform.
`ANSWER: Admitted.
`31. As Kindbody grew, its capital structure came to include multiple classes
`of preferred stock—Series Seed through Series D.
`ANSWER: Admitted.
`32. Before the December 31, 2024, Series E Financing round, Bartasi held
`approximately of Kindbody’s preferred equity. As CEO, Bartasi exercised
`significant influence over Kindbody’s governance. And through her Founder Stock,
`she retained the right to designate four directors to the nine-person Board of
`Directors—more than any other investor. These governance rights were included in
`Kindbody’s Charter (Ex. 10 (Series D Certificate)) and the Voting Agreement (Ex. 11
`(Series D Voting Agreement)) then in effect. Bartasi was also Chair of the Board
`until her resignation in December 2024.
` Her dual role as CEO and Chair gave her
`unique insight into Kindbody’s operations and primary responsibility for its financial
`health.
`ANSWER: Admitted that prior to the Series E Financing round, Bartasi held
`approximately of Kindbody’s preferred equity and that through her
`Founder stock Bartasi retained the right to designate four directors to the nine
`person Board of Directors. Paragraph 32 further purports to characterize the
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`contents of several exhibits which speak for themselves. Bartasi denies all
`allegations inconsistent with the exhibits and refers the Court to the exhibits for
`their complete and accurate contents. The remaining allegations are denied.
`33. Perceptive Advisors and its affiliates were long-term financial
`counterparties with Kindbody. Through its controlled affiliate Perceptive Credit,
`Perceptive served as Kindbody’s senior secured lender, providing the capital
`necessary to sustain operations and support Kindbody’s growth. Its financing
`relationship with Kindbody was formalized through a written loan agreement, dated
`March 2, 2023. Before the Series E fundraise, Perceptive and its affiliates held
`approximately 9 percent of Kindbody’s preferred stock. Only one Board member,
`Ellen Hukkelhoven, was affiliated with Perceptive.
`ANSWER: Admitted that Perceptive, through its controlled affiliate
`Perceptive Credit, served as Kindbody’s senior secured lender through a written loan
`agreement dated March 2, 2023, and that Hukkelhoven was affiliated with
`Perceptive. Denied as to the remaining allegations.
`34. In 2024,
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`ANSWER: Paragraph 34 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`35. , the Kindbody Board established a special
`Transaction Committee, comprised of two disinterested directors, Linda Mintz and
`Tara Comonte, to search for, consider and negotiate financing proposals. Id. at 78.
`The Committee was granted full authority to evaluate competing proposals,
`negotiate terms, and recommend a transaction in the best interests of Kindbody and
`its stockholders. Id.
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`ANSWER: Admitted that Mintz and Comonte were part of the Transaction
`Committee. Paragraph 35 further purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`36. In August and September 2024, Kindbody received competing term
`sheets from two potential investors: Perceptive and Bartasi had
`solicited the proposal and advocated for it before the Board. At Bartasi’s
`insistence, the Board authorized Kindbody to enter into an exclusivity arrangement
`with —to pursue the term sheet had proposed. That decision
`required Kindbody to cease negotiations with Perceptive while
`conducted diligence. Ex. 7 ¶¶ 19-20, 25; Ex. 1 at 78.
`ANSWER: Paragraph 36 purports to characterize the contents of exhibits
`which speak for themselves. Bartasi denies all allegations inconsistent with the
`exhibits and refers the Court to the exhibits for their complete and accurate contents.
`The remaining allegations are denied.
`37. Ultimately,
`leaving
`Kindbody in search of the funding Ex. 1 at 78. In addition to
`many terms in the term sheet,
` because it was conditioned on
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`ANSWER: Paragraph 37 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`38. Kindbody reengaged
`with Perceptive in November 2024 to pursue new financing. Id.; Ex. 7 ¶ 30. Around
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`the same time, Bartasi separately solicited non-binding, preliminary indications-of-
`interest Ex. 7 ¶¶ 19, 28.
`ANSWER: Paragraph 38 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`39. Despite the Board’s clear delegation of authority to the Transaction
`Committee, see Ex. 1 at 78, Bartasi unilaterally solicited the and
` proposals—each non-binding, uncertain, and structured to protect
`. Ex. 7 ¶¶ 19-20, 28, 35. By
`contrast, based on her own allegation, Bartasi opposed Perceptive’s financing for the
` Ex. 7 ¶ 19,
`30.
`ANSWER: Paragraph 39 purports to characterize the contents of exhibits
`which speak for themselves. Bartasi denies all allegations inconsistent with the
`exhibits and refers the Court to the exhibits for their complete and accurate contents.
`The remaining allegations are denied.
`40. while Kindbody pursued long-term
`funding, on November 26, 2024, Perceptive provided Kindbody with a $5 million
` loan. Ex. 7 ¶ 45; Ex. 112 (Amended Loan Agreement) at 1. This short-
`term infusion—on top of Perceptive’s preexisting loan to Kindbody—was necessary
`for Kindbody to meet its financial obligations while it pursued fundraising. Ex. 12
`at 1, 11.
`ANSWER: Admitted that Perceptive provided a $5 million loan on November
`26, 2024. Paragraph 40 further purports to characterize the contents of exhibits
`which speak for themselves. Bartasi denies all allegations inconsistent with the
`exhibits and refers the Court to the exhibits for their complete and accurate contents.
`The remaining allegations are denied.
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`41. The $5 million loan was formalized in a November 2024
`amendment to the parties’ preexisting Loan Agreement, which Bartasi signed on
`Kindbody’s behalf. Id. at 8-9. The Loan Agreement, expressly confirms that the
`parties’ relationship was strictly that of creditor and debtor, and that Perceptive owed
`no fiduciary duties “arising out of or in connection with” the Loan Agreement. Id. at
`127 (§ 14.15).
`ANSWER: Paragraph 41 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`42. In exchange for the $5 million in emergency funding, Kindbody
`committed that:
`On or before March 31, 2025 … [Kindbody] shall have
`consummated one or more Specified Equity Financings
`that result in [Kindbodiy] having received not less than
`$45,000,000 … from the sale and issuance of its Series E-1
`Preferred Stock; provided that not less than $25,000,000
`… shall have been received by [Kindbody] … on or before
`December 6, 2024….
`Id. at 107-08 (§10.03). Failure to raise $25 million by December 6 constituted
`an Event of Default, which would entitle Perceptive to accelerate repayment. Id.
`at 108 (§ 11.01(d)), 111 (§ 11.02)
`ANSWER: Paragraph 42 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`43. The Loan Agreement attaches Perceptive’s Series E term sheet, which
`Bartasi signed on Kindbody’s behalf. Id. at 133-38. The Loan Agreement’s fiduciary-
`negation clause confirms that Perceptive owed no fiduciary duties “arising out of or in
`connection with th[e] Agreement or the other Loan Documents,” and the parties’
`“sole[]” relationship is “that of creditor and debtor.” Id. at 128 (§ 14.15).
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`17
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`ANSWER: Paragraph 43 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`44. As the December 6 deadline neared, Bartasi exerted her control and
`influence to block a deal with Perceptive—the very financing that Kindbody needed
` On December 4, she removed two independent directors, including
`Transaction Committee member Linda Mintz to ensure she had support for the
`offer she solicited (Ex. 7 ¶ 40), i.e., a deal that would have preserved her own
`preferred equity rights.
`ANSWER: Paragraph 44 purports to characterize the contents of an exhibit
`which speaks for itself. Bartasi denies all allegations inconsistent with the exhibit
`and refers the Court to the exhibit for its complete and accurate contents. The
`remaining allegations are denied.
`45. On December 6—the deadline to raise $25 million—Bartasi convened a
`special Board meeting and urged Kindbody to delay the Perceptive Series E
`transaction for 90 days. Ex. 7 ¶ 42. Her purported rationale was to allow the
`proposal and “time … to mature.” Id. Despite Kindbody’s
` cash needs
` The Board responded by directing its Compensation
`Committee to develop an incentive structure that would align Bartasi’s incentives
`with those of Kindbody and its stakeholders. Id. ¶ 18.
`ANSWER: Paragraph 45 purports to characterize the contents of an exhibit
`which speaks