(d)(e) |
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. |
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 2,947,317 shares of Common Stock of the Company, which is comprised of (a)
2,762,837 shares of Common Stock, and (b) Pre-Funded Warrants to purchase up to 184,480 shares of Common Stock, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the
outstanding Common Stock. The securities exclude shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation. On January 22, 2024, Fund II
purchased a total of 834,334 shares of Common Stock and Pre-Funded Warrants to purchase up to 832,333 shares of Common Stock from the Company for an aggregate of $19,999,171.67 in a private placement
transaction (the Private Placement). The shares were purchased with working capital.
Item 4. |
Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
Fund II
purchased the shares of Common Stock and Pre-Funded Warrants referenced in Item 3 for investment purposes.
Registration Rights Agreement
On January 22, 2024,
the Company and the purchasers in the Private Placement, including Fund II (the Purchasers), entered into a registration rights agreement (the Registration Rights Agreement), pursuant to which, among other
things, the Company agreed to provide for the registration and resale of the shares of Common Stock and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants that were purchased by the
Purchasers in the Private Placement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 5. |
Interest in Securities of the Company |
The percentages used in this Schedule 13D are calculated based upon 29,318,196 shares of Common Stock outstanding, consisting of 14,817,696 shares of Common
Stock outstanding as of December 31, 2023 plus 14,500,500 shares of Common Stock sold in the Private Placement. The Reporting Persons securities consist of 2,762,837 shares of Common Stock, and
(b) Pre-Funded Warrants to purchase up to 184,480 shares of Common Stock, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock. The securities
exclude shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation.
Fairmount Funds Management is the investment manager to Fund I and Fund II and the Class A member for SPV, and has voting and dispositive power over
shares of Common Stock held on behalf of Fund I, Fund II and SPV.
Other than as described herein, the Reporting Persons have not engaged in any
transactions in the Companys securities in the past 60 days.