01/28/2022 | Press release | Distributed by Public on 01/28/2022 19:13
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vivo Opportunity, LLC 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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Vivo Opportunity Fund, L.P. 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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Vivo Capital IX, LLC 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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Vivo Capital Fund IX, L.P. 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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VIVO VENTURES VII, LLC 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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Vivo Ventures Fund VII, L.P. 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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Vivo Ventures VII Affiliates Fund, L.P. 192 LYTTON AVENUE PALO ALTO,, CA94301 |
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X |
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/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC | 2022-01-28 |
**Signature of Reporting Person | Date |
/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P. | 2022-01-28 |
**Signature of Reporting Person | Date |
/s/ Frank Kung, as a managing member of Vivo Capital IX, LLC | 2022-01-28 |
**Signature of Reporting Person | Date |
/s/ Frank Kung, as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P | 2022-01-28 |
**Signature of Reporting Person | Date |
/s/ Frank Kung, as a managing member of Vivo Ventures VII, LLC. | 2022-01-28 |
**Signature of Reporting Person | Date |
/s/ Frank Kung, as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. | 2022-01-28 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On January 22, 2020, a 1-for-40 reverse split of the Issuer's Common Stock was effected. The number of Series B warrants being exercised, the number of shares of Common Stock issued upon exercise of the Series B Warrants and the exercise price of the Series B Warrants as disclosed hereof all reflect the 1-for-40 reverse split against the original numbers as disclosed in the Reporting Persons' Form 3, filed with the Securities and Exchange Commission on December 2, 2019. Each Series B Warrant is exercisable for 0.33 share of Common Stock. |
(2) | The Series B Warrants will expire on the 75th day anniversary of the Issuer's announcement of the top-line data results from MOMENTUM. The Issuer announced such data on January 25, 2022. |
(3) | Vivo Ventures VII, LLC is the general partner of each of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ("Vivo Fund VII"), the record holder of the securities. Frank Kung, Edgar Engleman and Shan Fu are managing members of Vivo Ventures VII, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Fund VII. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P., the record holder of the securities. Gaurav Aggarwal, Hongbo Lu, Kevin Dai, Frank Kung and Michael Chang are managing members of Vivo Opportunity, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Opportunity Fund, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) | Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen and Michael Chang are managing members of Vivo Capital IX, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Capital Fund IX, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |