| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is amended and supplemented as follows:
Pursuant to a securities purchase agreement with the Issuer dated January 4, 2023 (the “Securities Purchase Agreement”), on January 10, 2023, Perceptive Xontogeny Venture Fund II, L.P. acquired 27,272,727 pre-funded warrants to purchase shares of the Issuer’s Common Stock (the “Pre-Funded Warrants”), and PX Venture (A), LLC acquired 3,636,363 Pre-Funded Warrants. The Pre-Funded Warrants were acquired for a purchase price of $0.54 per Warrant for an aggregate purchase price of $16,690,908. The purchase price was paid with working capital. The Pre-Funded Warrants are exercisable for shares of Common Stock at an exercise of $0.01 per share. The Pre-Funded Warrants provide that the holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 35.00% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Warrant Shares will also be subject to certain registration rights under the Issuer’s Amended and Restated Investors’ Rights Agreement.
The foregoing descriptions of the Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibit 4 and Exhibit 5 hereto, respectively, and incorporated by reference herein.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented as follows:
The information set forth in Item 3 of this Amendment No. 3 to Schedule 13D is incorporated by reference into this Item 4.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and supplemented as follows:
| | (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 40,254,890 outstanding shares of Common Stock as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022. |
| | (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| | (c) | Other than the transactions set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the securities of the Issuer in the past 60 days. |
