| | (f) | Pivotal is a Cayman Islands exempted limited partnership. Pivotal GP is a Cayman Islands exempted limited partnership. Ultimate General Partner is a Cayman Islands exempted company. Pivotal Partners is a Cayman Islands exempted company. Pivotal Life Sciences is a Cayman Islands exempted company. Nan Fung Life Sciences, NFIHL and NFGHL are incorporated in the British Virgin Islands. Mr. Kam Chung Leung, Mr. Pui Kuen Cheung, Mr. Kin Ho Kwok, Mr. Meng Gao and Mr. Chun Wai Nelson Tang are citizens of the Hong Kong Special Administrative Region of the People’s Republic of China. Mr. Frank Kai Shui Seto is a citizen of Canada. Mr. Vincent Sai Sing Cheung and Ms. Vanessa Tih Lin Cheung are citizens of the United Kingdom. |
Item 3. Source and Amount of Funds or Other Consideration
Pivotal acquired 187,500 shares of Common Stock in the Issuer’s initial public offering for an aggregate purchase price of $3,000,000. Upon the closing of the Issuer’s initial public offering, the 10,489,510 shares of the Issuer’s Series A-2 Convertible Preferred Stock that Pivotal held were automatically converted into Common Stock on a 7.4730-for-1 basis, or 1,403,654 shares of Common Stock. On April 19, 2022, Pivotal acquired 1,070,000 shares of Common Stock in a secondary public offering conducted by the issuer for an aggregate purchase price of $3,948,300.
Item 4. Purpose of Transaction
The Reporting Persons acquired and beneficially own the shares of Common Stock reported on this Schedule 13D for investment purposes. Robert Hopfner, Ph.D., a managing partner of the Ultimate General Partner, is a member of the Board of Directors of the Issuer.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of its Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect to their investment in the Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates to acquire additional shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; or (iii) continuing to hold or causing affiliates to hold the shares of Common Stock (or any derivative thereof). In addition, the Reporting Persons may engage in discussions with the Issuer’s management, members of its board of directors, stockholders and other relevant parties or take other actions concerning the Issuer’s operations, capital expenditures, financings, executive compensation practices, capital structure, and the composition of the Issuer’s Board of Directors.
Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates to or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.
The information in Item 6 of this Schedule 13D is incorporated by reference into this Item 4.
Item 5. Interest in Securities of the Issuer
| | (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 40,095,398 outstanding shares of Common Stock, as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on April 14, 2022. |
| | (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
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