Item 5. Interest in Securities of the Issuer
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 23,214,041 outstanding Common Shares as of November 9, 2020, as reported in the Issuer’s Form 10-Q filed on November 18, 2020.
The Fund directly holds 2,033,621 shares of Common Stock. The General Partner is the sole general partner of the Fund and has voting and investment control over such shares held by the Fund. Each of Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Jacob Gunterberg, Staffan Lindstrand, Björn Odlander, Per Samuelsson, Mårten Steen, Jonas Hansson, Eugen Steiner, Marile Schiess and Alex Valcu (together, the “Managers”) are members of the General Partner. Jonas Hansson, a director of the Issuer, has an indirect interest in the General Partner and is an employee of HealthCap Advisor AB. Each of the General Partner and Mr. Hansson disclaim beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that the General Partner or Mr. Hansson is the beneficial owner of such shares.
(c) On October 14, 2020, the Fund purchased 250,000 shares of Common Stock in connection with the Issuer’s initial public offering. The purchase price was $15 per share. Also on October 14, 2020 each share of the Issuer’s preferred stock held by the Fund was automatically converted into shares of the the Issuer’s Common Stock upon the closing of the Issuer’s initial public offering, resulting in the Fund receiving 1,783,621 shares.
(d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Pursuant to the terms of an Amended and Restated Investors’ Rights Agreement with the Issuer (the “Investors’ Rights Agreement”), dated February 19, 2020, certain holders of the Issuer’s common stock, including the Fund, are entitled to rights with respect to the registration of their shares of Common Stock (the “registerable securities”) under the Securities Act of 1933, as amended. Beginning 180 days after the effective date of the registration statement for the initial public offering, the holders of a majority of the then-outstanding registrable securities have demand rights to request the registration on Form S-1 of their registrable securities, provided the aggregate offering price is at least $5 million. The stockholders may only require two registration statements on Form S-1. In addition, the holders of the then-outstanding registrable securities can request that the Issuer register all or part of their shares on Form S-3 if the Issuer is eligible to file a registration statement on Form S-3 and if the anticipated aggregate offering price, net of selling expenses, is at least $1 million. The stockholders may only require two registration statements on Form S-3 in a 12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding registrable securities or their permitted transferees will have the right to include their registrable securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, on the earliest to occur of (a) five years following the completion of the Issuer’s initial public offering, (b) at such time that all of the holder’s registrable securities can be sold without limitation in any three-month period without registration in compliance with Rule 144 or a similar exemption or (c) the closing of a deemed liquidation event, as defined in the Issuer’s certificate of incorporation.
In addition, the Issuer, its directors and officers, and the holders of substantially all of its outstanding securities, including the Fund, entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which they agreed with the underwriters that, for a period of 180 days following the date of the underwriting agreement in connection with the initial public offering, subject to certain exceptions, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any of the Issuer’s shares of Common Stock, or any options or warrants to purchase any shares of its Common Stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of its Common Stock.
The foregoing description of the Investors’ Rights Agreement and the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors’ Rights Agreement and the Lock-Up Agreement, which are filed as Exhibits 2 and 3, respectively, and incorporated herein by reference.
