| Item 3 | Source and Amount of Funds or Other Considerations |
In March 2020, AI Pan acquired 4,789,731 shares of the Issuer’s Series B preferred stock from the Issuer at a per share price of $2.0878 in cash. In June 2020, AI Pan acquired 4,789,731 shares of the Issuer’s Series B preferred stock at a per share price of $2.0878 in cash. AI Pan funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand. Upon closing of the Issuer’s initial public offering on July 21, 2020, the shares of AI Pan’s Series B preferred stock automatically converted into 1,878,551 shares of Common Stock.
On July 17, 2020, AI Pan acquired 722,222 shares of Common Stock in the Issuer’s initial public offering at a per share price of $18.00 per share. On November 17, 2020, AI Pan acquired 15,197 shares of Common Stock in open market transactions, at a weighted average price $15.15 per share. On November 18, 2020, AI Pan acquired 14,197 shares of Common Stock in open market transactions, at a weighted average price $15.26 per share. On November 19, 2020, AI Pan acquired 197,716 shares of Common Stock in open market transactions, at a weighted average price $15.12 per share. AI Pan funded each of these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand.
| Item 4 | Purpose of Transaction |
The Reporting Persons who hold Common Stock directly acquired those securities as an investment in the regular course of their businesses. The Reporting Persons may engage in discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Daniel Becker, M.D., Ph.D., a biotechnology principal of Access Industries, Inc., currently serves on the Issuer’s board of directors. Subject to the terms of the Support Agreement (as defined below), the Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Stock in the open market, block trades, negotiated transactions, or otherwise and may also dispose of all or a portion of the Issuer’s securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, in each case, subject to limitations under applicable law. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons’ future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
On February 24, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merck Sharp & Dohme Corp., a New Jersey corporation (“Merck”), and Panama Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Merck (“Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of Common Stock at an offer price of $60.00 per share, net to the seller in cash, without interest (the “Offer Price”). The obligation of Merger Sub to purchase shares of Common Stock tendered in the Offer is subject to the satisfaction or waiver of the conditions set forth in Annex I to the Merger Agreement, including (i) that there shall have been validly tendered and not validly withdrawn that number of shares of Common Stock that, when added to any shares of Common Stock then owned by Merck and its controlled affiliates, represent at least one share of Common Stock more than half of the sum of (A) all shares of Common Stock then outstanding as of the expiration of the Offer, and (B) all shares of Common Stock that the Issuer may be required to issue upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into shares of Common Stock, or other rights to acquire or be issued shares of Common Stock, regardless of the conversion or exercise price or other terms and conditions thereof (the “Minimum Condition”); (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and receipt of clearance, approval or consent under any other applicable antitrust law; and (iii) those other conditions set forth in Annex I to the Merger Agreement. Following the consummation of the Offer and upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Merck (the “Merger”). In the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time (the “Effective Time”) of the Merger (other than certain excluded shares of Common Stock as described in the Merger Agreement) will automatically be converted into the right to receive the Offer Price. In addition, immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares under any
