| | | | | |
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B(3) | 400,000 | 1.16 | 200,000 | 200,000 | * |
Alyeska Master Fund, L.P.(4) | 942,000 | 2.71 | 471,000 | 471,000 | 1.36 |
Entities affiliated with Anson Advisors, Inc.(5) | 1,500,000 | 4.29 | 750,000 | 750,000 | 2.14 |
John Bencich(6) | 86,724 | * | 10,000 | 76,724 | * |
Brio Capital Master Fund Ltd.(7) | 965,545 | 2.81 | 163,489 | 802,056 | 2.33 |
Entities affiliated with Contrarian Alpha Management, LLC(8) | 2,348,177 | 6.84 | 100,000 | 2,248,177 | 6.54 |
CVI Investments, Inc.(9) | 2,268,229 | 4.99 | 750,000 | 1,518,229 | 4.34 |
District 2 Capital Fund LP(10) | 400,000 | 1.16 | 200,000 | 200,000 | * |
Franklin Strategic Series - Franklin Biotechnology Discovery Fund(11) | 4,362,050 | 11.97 | 2,181,025 | 2,181,025 | 5.99 |
Lind Global Fund II LP(12) | 400,200 | 1.16 | 200,100 | 200,100 | * |
Lytton-Kambara Foundation(13) | 400,000 | 1.16 | 200,000 | 200,000 | * |
Entities affiliated with Nantahala Capital Management(14) | 1,308,000 | 3.75 | 654,000 | 654,000 | 1.87 |
Entities affiliated with Propel Bio Partners(15) | 4,634,117 | 9.99 | 2,181,025 | 2,453,092 | 6.73 |
Sofinnova Investments, Inc.(16) | 3,000,000 | 8.39 | 1,500,000 | 1,500,000 | 4.20 |
Sopharma AD(17) | 2,182,820 | 6.18 | 1,090,512 | 1,092,308 | 3.09 |
Richard Stewart(18) | 30,626 | * | 10,000 | 20,626 | * |
Stonepine Capital, LP(19) | 1,300,000 | 3.72 | 650,000 | 650,000 | 1.86 |
* Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.
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(1)The shares of common stock beneficially owned prior to this offering include (i) 875,000 shares of common stock and (ii) 875,000 shares of common stock issuable upon exercise of Warrants held by ADAR1 Partners, LP. The address of ADAR1 Partners, LP is 3503 Wild Cherry Drive, Building 9, Austin, TX 78738.
(2)The shares of common stock beneficially owned prior to this offering include (i) 900,000 shares of common stock and (ii) 900,000 shares of common stock issuable upon exercise of Warrants held by Altium Growth Fund, LP. The address for Altium Growth Fund, LP is 152 W 57th Street, New York, NY 10019.
(3)The shares of common stock beneficially owned prior to this offering include (i) 200,000 shares of common stock and (ii) 200,000 shares of common stock issuable upon exercise of Warrants held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Alto”). Ayrton Capital LLC, the investment manager to Alto, has discretionary authority to vote and dispose of the shares held by Alto and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The address of Ayrton Capital LLC is 55 Post Rd West, 2nd Floor, Westport, CT 06880.
(4)The shares of common stock beneficially owned prior to this offering include (i) 471,000 shares of common stock and (ii) 471,000 shares of common stock issuable upon exercise of Warrants held by Alyeska Master Fund, L.P. (“Alyeska”). Alyeska Investment Group, L.P., the investment manager of Alyeska, has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago, IL 60601.
(5)The shares of common stock beneficially owned prior to this offering include (i) 585,000 shares of common stock held by Anson Investments Master Fund LP (“AIMF”), (ii) 165,000 shares of common stock held by Anson East Master Fund LP (“AEMF”), (iii) 585,000 shares of common stock issuable upon exercise of Warrants held by AIMF and (iv) 165,000 shares of common stock issuable upon exercise of Warrants
held by AEMF. Amin Nathoo is a director of Anson Advisors, Inc. and shares voting and dispositive power over the shares held by each of AIMF and AEMF. The address of AIMF and AEMF is 181 Bay St. #4200, Toronto, ON M5J 2T3.
(6)The shares of common stock beneficially owned prior to this offering include (i) 76,724 shares of common stock and (ii) 10,000 shares of common stock issuable upon exercise of Warrants held by John Bencich.
(7)The shares of common stock beneficially owned prior to this offering include (i) 639,886 shares of common stock and (ii) 325,569 shares of common stock issuable upon exercise of Warrants held by Brio Capital Master Fund Ltd. The address for Brio Capital Master Fund Ltd. is Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570.
(8)The shares of common stock beneficially owned prior to this offering include (i) 269,800 shares of common stock held by Contrarian Alpha, LP (“CA”), (ii) 1,318,918 shares of common stock held by Contrarian Achieve SPV LP (“CAS”), (iii) 100,000 shares of common stock issuable upon exercise of Warrants held by CA and (iv) 659,459 shares of common stock issuable upon exercise of Warrants held by CAS. Parker Quillen is a manager of Contrarian Alpha Management, LLC and shares voting and dispositive power over the shares held by each of CA and CAS. The address of CA and CAS is 22 Fieldview Lane, East Hampton, NY 11937.
(9)The shares of common stock beneficially owned prior to this offering include (i) 1,295,729 shares of common stock and (ii) 972,500 shares of common stock issuable upon exercise of Warrants held by CVI Investments, Inc. (“CVI”). Heights Capital Management, Inc., the authorized agent of CVI, has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in this Offering. The address of CVI is c/o Heights Capitals Management, Inc., 101 California Street, Suite 3250, San Francisco, CA 94111. The number in the column “Percentage (%)—Shares of Common Stock Owned Prior to the Offering” gives effect to the provision of the Warrants limiting the ability of a Warrant holder to exercise its Warrants if, after giving effect to such exercise, such Warrant holder would beneficially own more than 4.99% of our outstanding common stock.
(10)The shares of common stock beneficially owned prior to this offering include (i) 200,000 shares of common stock and (ii) 200,000 shares of common stock issuable upon exercise of Warrants held by District 2 Capital Fund LP. The address of District 2 Capital Fund LP is 14 Wall Street, 2nd Floor, Huntington, NY 11743.
(11)The shares of common stock beneficially owned prior to this offering include (i) 2,181,025 shares of common stock and (ii) 2,181,025 shares of common stock issuable upon exercise of Warrants held by Franklin Strategic Series - Franklin Biotechnology Discovery Fund. The address for Franklin Strategic Series - Franklin Biotechnology Discovery Fund is One Franklin Parkway, San Mateo, CA 94403.
(12)The shares of common stock beneficially owned prior to this offering include (i) 200,100 shares of common stock and (ii) 200,100 shares of common stock issuable upon exercise of Warrants held by Lind Global Fund II LP. The address for Lind Global Fund II LP is 444 Madison Avenue, Floor 41, New York, NY 10022.
(13)The shares of common stock beneficially owned prior to this offering include (i) 200,000 shares of common stock and (ii) 200,000 shares of common stock issuable upon exercise of Warrants held by Lytton-Kambara Foundation. The address of Lytton-Kambara Foundation is 467 Central Park West, 17-A, New York, NY 10025.
(14)The shares of common stock beneficially owned prior to this offering include (i) 133,100 shares of common stock held by Nantahala Capital Partners Limited Partnership (“NCP”), (ii) 116,300 shares of common stock held by NCP RFM LP (“NCP RFM”), (iii) 404,600 shares of common stock held by Blackwell Partners LLC - Series A (“BP” and, together with NCP and NCP RFM, the “Nantahala Entities”), (iv) 133,100 shares of common stock issuable upon exercise of Warrants held by NCP, (v) 116,300 shares of common stock issuable upon exercise of Warrants held by NCP RFM and (vi) 404,600 shares of common stock issuable upon exercise of Warrants held by BP. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Exchange Act or any other purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by the Nantahala Entities. The address for the Nantahala Entities is 130 Main Street, 2nd Floor, New Canaan, CT 06840.
(15)The shares of common stock beneficially owned prior to this offering include (i) 348,660 shares of common stock held by Propel Bio Partners L.P. (“PBP”), (ii) 1,886,587 shares of common stock held by Propel Bio SPV 2, LLC (“PBS”), (iii) 294,438 shares of common stock issuable upon exercise of Warrants held by PBP, (iv) 1,886,587 shares of common stock issuable upon exercise of Warrants held by PBS, and (v) 217,845 shares of common stock held by Simplify Propel Opportunities ETF (“SURI ETF”). Leen Kawas is a managing member of Propel Bio Partners L.P. and shares voting and dispositive power over the shares held by each of PBP, PBS and SURI ETF. The address of PBP and PBS is 11620 Wilshire Blvd., Suite 350, Los Angeles, CA 99025, and the address for SURI ETF is 222 Broadway, Floor 22, New York, NY 10038. The number in the column “Percentage (%)—Shares of Common Stock Owned Prior to the Offering” gives effect to the provision of
the Warrants limiting the ability of a Warrant holder to exercise its Warrants if, after giving effect to such exercise, such Warrant holder would beneficially own more than 9.99% of our outstanding common stock.
(16)The shares of common stock beneficially owned prior to this offering include (i) 1,500,000 shares of common stock and (ii) 1,500,000 shares of common stock issuable upon exercise of Warrants held by Sofinnova Investments, Inc. The address for Soginnova Investments, Inc. is 3000 Sand Hill Road, Building 4, Suite 250, Menlo Park, CA 94025.
(17)The shares of common stock beneficially owned prior to this offering include (i) 1,092,308 shares of common stock and (ii) 1,090,512 shares of common stock issuable upon exercise of Warrants held by Sopharma AD. The address of Sopharma AD is 16, Iliensko Shosse Street, Sofia 1220, Bulgaria. The number in the column “Percentage (%)—Shares of Common Stock Owned Prior to the Offering” gives effect to the provision of the Warrants limiting the ability of a Warrant holder to exercise its Warrants if, after giving effect to such exercise, such Warrant holder would beneficially own more than 4.99% of our outstanding common stock.
(18)The shares of common stock beneficially owned prior to this offering include (i) 20,626 shares of common stock and (ii) 10,000 shares of common stock issuable upon exercise of Warrants held by Richard Stewart.
(19)The shares of common stock beneficially owned prior to this offering include (i) 650,000 shares of common stock and (ii) 650,000 shares of common stock issuable upon exercise of Warrants held by Stonepine Capital, LP. The address of Stonepine Capital, LP is 909 NW Bond Street, Suite 204, Bend, OR 97703.
We have entered into the Purchase Agreement with the selling stockholders party thereto pursuant to which, among other things, we have provided them with certain registration rights and agreed to pay certain expenses and indemnify them from certain liabilities in connection with this offering. For more information, see our current report on Form 8-K filed with the SEC on February 29, 2024.
LEGAL MATTERS
Fenwick & West LLP, Seattle, Washington, will issue an opinion about certain legal matters with respect to the securities. Any underwriters or agents will be advised about legal matters relating to any offering by their own counsel.