| | Warrants”) to acquire up to 11,250,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), which initially became exercisable with respect to a portion of the shares subject to the 2016 Warrants after the occurrence of the Issuer’s special meeting of stockholders on September 20, 2016. On March 27, 2019, pursuant to an Investment Agreement, dated as of March 27, 2019 (the “2019 Investment Agreement”), by and between Amazon and the Issuer, the Issuer issued Amazon a warrant (the “2019 Warrant,” and together with the 2016 Warrants, the “Warrants”) to acquire up to an additional 6,632,576 shares of Common Stock. In connection with the 2019 Investment Agreement, Amazon and the Issuer amended certain provisions of the 2016 Investment Agreement and 2016 Warrants to include the Beneficial Ownership Limitation (as defined below). Shares of Common Stock subject to the Warrants vest and become exercisable upon the achievement of certain commercial milestones, subject to certain regulatory approvals and the terms and conditions outlined in the Warrants. |
The number of shares of Common Stock that are currently exercisable is determined under the Warrants (as amended), which provide that Amazon is prohibited from exercising the Warrants for such number of shares of Common Stock as would exceed 4.999% beneficial ownership of all outstanding Common Stock, subject to certain exceptions (the “Beneficial Ownership Limitation”). The number of shares of Common Stock is reported in this statement with reference to the number of shares of outstanding Common Stock as of December 31, 2020. To the extent the number of shares of outstanding Common Stock increases, the number of shares of Common Stock beneficially owned by Amazon would increase. To the extent the number of shares of outstanding Common Stock decreases, the number of shares of Common Stock beneficially owned by Amazon would decrease.
As of March 27, 2019, Amazon became the beneficial owner of less than five percent of the shares of Common Stock of the Issuer, however, Amazon has determined to voluntarily continue to report its beneficial ownership of Common Stock.
| ** | Based on 27,517,297 shares of Common Stock outstanding as of December 31, 2020, as disclosed to Amazon by the Issuer on January 11, 2021, plus 1,447,973 shares of Common Stock issuable upon exercise of the Warrants as of December 31, 2020. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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