CUSIP No. G5709L 109
In October 2019, MVIL, LLC acquired 5% Convertible Loan Notes from Issuer for an aggregate purchase price of $23.0 million. All such notes were acquired with working capital. Immediately prior to the Registration of Securities, the 5% Convertible Loan Notes automatically converted into 4,537,129 Common Shares.
In July 2020, MVIL, LLC acquired 10% Convertible Loan Notes from Issuer for an aggregate purchase price of approximately $29.9 million. All such notes were acquired with working capital. Immediately prior to the Registration of Securities, the 10% Convertible Loan Notes automatically converted into 4,990,995 Common Shares.
In November 2020, MVIL acquired 20,000 shares of Series B Convertible Preferred Shares of Issuer for an aggregate purchase price of $100.0 million. All such shares were acquired with working capital. Immediately prior to the Registration of Securities, the Series B Convertible Preferred Shares converted into 7,600,284 Common Shares.
The Reporting Persons may be deemed to have acquired beneficial ownership of certain Common Shares on March 28, 2022, which is the date that the Ordinary Shares became convertible into Common Shares in connection with the expiration of certain lock-up restrictions and in accordance with the Amended and Restated Memorandum and Articles of Association of the Issuer.
On July 21, 2022, MVIL, LLC acquired 10,336,570 Common Shares in a public offering of Issuer for an aggregate purchase price of approximately $18.1 million. All such shares were acquired with working capital.
Item 4. Purpose of Transaction.
The securities reported herein were acquired solely for investment purposes with the aim of increasing the value of the investment and the Issuer.
On July 17, 2018, MVIL entered into a preferred share investor rights letter with the Issuer, pursuant to which MVIL is entitled to one director to Issuer’s board of directors. These appointment rights shall terminate once MVIL sells or no longer controls more than 25% of its initial holding of Series A Convertible Preferred Shares, or Ordinary Shares upon conversion. Lu Huang is the designated director appointee of MVIL. Dr. Huang is not an officer, director, or employee of MVIL and has neither voting nor dispositive control over the shares held by MVIL and does not otherwise beneficially own such shares.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Common Shares reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based on 152,634,554 Common Shares outstanding on November 7, 2022, as reported in the Issuer’s Current Report on Form 6-K dated December 16, 2022, filed with the SEC on December 16, 2022. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
A. Morningside Venture Investments Limited
| (a) | As of the date hereof, MVIL beneficially owns 54,127,838 shares of Common Shares, representing a beneficial ownership of approximately 30.2% of the Common Shares. MVIL directly holds (i) 7,600,284 Common Shares, (ii) 24,296,120 Common Shares issuable upon the conversion of outstanding Ordinary Shares, and (iii) 788,909 Common Shares issuable upon the exercise of warrants, and MVIL, LLC, its wholly owned subsidiary, holds 19,864,694 Common Shares and 1,577,831 Common Shares issuable upon exercise of warrants. |
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(b) | | 1. Sole power to vote or direct vote: | | | -0- | |
| | 2. Shared power to vote or direct vote: | | | 54,127,838 | |
| | 3. Sole power to dispose or direct the disposition: | | | -0- | |
| | 4. Shared power to dispose or direct the disposition: | | | 54,127,838 | |
