CGP and Mr. Griffin may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund, and (ii) Steven Boyd, as the Managing Member of Armistice. Armistice and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. The number of shares beneficially owned by Armistice and Mr. Boyd is limited by beneficial ownership limitations applicable to the exercise of the pre-funded warrant and warrants purchased in the Private Placement by the Master Fund, which limit the number of shares such entity can beneficially own (i) after the exercise of the pre-funded warrant, to a maximum of 9.99% of our outstanding common stock and (ii) after the exercise of warrants, to a maximum of 4.99% of our outstanding common stock, unless the holder changes such limitations upon written notice to us. As a result of such limitations, the number of shares beneficially owned does not include up to an aggregate of (x) 800,000 shares of common stock issuable upon exercise of the pre-funded warrant purchased in the Private Placement by the Master Fund and (y) 3,546,000 shares of common stock issuable upon exercise of warrants purchased in the Private Placement by the Master Fund. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
(3)Consists of 2,977,621 shares of common stock held by HealthCap VIII, L.P. HealthCap VIII GP SA, a Swiss registered L.C.C. (“HCSA”), is the sole general partner of the fund HealthCap VIII, L.P. (“HCLP”). HCSA has voting and dispositive power over the shares held by CM,HCLP. HCSA disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Fabrice Bernhard serves as General Manager of HCSA and each of Dag Richter and Daniel Schafer serves as Director of HCSA. Each of Messrs. Bernhard, Richter and Schafer may be deemed to share voting and investment power with respect to the shares held by HCLP except to the extent of their pecuniary interest therein. The number of shares beneficially owned by such entities is limited by beneficial ownership limitations applicable to the exercise of warrants purchased in the Private Placement by HCLP, which limit the number of shares HCLP can beneficially own after the exercise of warrants to a maximum of 4.99% of our outstanding common stock, unless the holder changes such limitations upon written notice to us. As a result of such limitations, the number of shares beneficially owned does not include up to an aggregate of 708,000 shares of common stock issuable upon exercise of certain warrants purchased in the Private Placement by HCLP. The address of HealthCap VIII, L.P. is c/o HealthCap VIII GP SA Avenue Villamont 23 – CH 1005, Lausanne, Switzerland.
(4)Consists of (i) 81,142 shares of common stock held by RiverVest Venture Fund III (Ohio), L.P. (“RiverVest (Ohio)”), (ii) 1,326,305 shares of common stock held by RiverVest Venture Fund IV, L.P. (“RiverVest IV”), (iii) 1,528,834 shares of common stock held by RiverVest Venture Fund III, L.P. (“RiverVest III”), (iv) 5,957 shares of common stock subject to warrants exercisable within 60 days of the Record Date held by RiverVest (Ohio), (v) 472,800 shares of common stock subject to warrants exercisable within 60 days of the Record Date held by RiverVest IV and (vi) 112,243 shares of common stock subject to warrants exercisable within 60 days of the Record Date held by RiverVest III. The shares held directly by RiverVest III are indirectly held by RiverVest Venture Partners III, L.P., its general partner (“RiverVest Partners III”). The shares held directly by RiverVest (Ohio) are indirectly held by RiverVest Venture Partners III (Ohio), LLC, its general partner (“RiverVest Partners (Ohio) III”). RiverVest Partners III is the sole member of RiverVest Partners (Ohio) III. RiverVest Venture Partners III, LLC is the general partner of RiverVest Partners III. The individual managers of RiverVest Ventures Partners III, LLC are Thomas C. Melzer, Jay Schmelter and John P. McKearn, Ph.D. RiverVest Partners III, RiverVest Partners (Ohio) III, RiverVest Venture Partners III, LLC and each of the individual managers share voting and dispositive power with regard to the shares of common stock directly held by RiverVest III and RiverVest (Ohio). Niall O’Donnell, Ph.D., an affiliate of RiverVest III and RiverVest (Ohio), has no voting or investment control over any of the shares held by these entities. The shares held directly by RiverVest IV are indirectly held by RiverVest Venture Partners IV, L.P., its general partner (“RiverVest Partners IV”). RiverVest Venture Partners IV, LLC is the general partner of RiverVest Partners IV. The individual managers of RiverVest Ventures Partners IV, LLC are Jay Schmelter, John P. McKearn, Ph.D. and Niall O’Donnell, Ph.D. RiverVest Partners IV, RiverVest Venture Partners IV, LLC and each of the individual managers share voting and dispositive power with regard to the shares directly held by RiverVest IV. The address of RiverVest (Ohio), RiverVest IV and RiverVest III is 101 S. Hanley Road, Ste 1850, St. Louis, MO 63105.
(5)Consists of (i) 2,896,518 shares of common stock held by Abingworth Bioventures VII LP (“Abingworth VII”) and (ii) 32,500 shares of common stock issuable upon the exercise of vested stock options held by Bali Muralidhar, a managing partner of Abingworth. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle
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Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth VII has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth VII. The shares subject to the options held by Dr. Muralidhar are deemed to be beneficially owned by Abingworth LLP. The number of shares beneficially owned by Abingworth LLP is limited by beneficial ownership limitations applicable to the exercise of warrants purchased in the Private Placement by Abingworth VII, which limit the number of shares such entity can beneficially own after the exercise of warrants to a maximum of 4.99% of our outstanding common stock, unless the holder changes such limitations upon written notice to us. As a result of such limitations, the number of shares beneficially owned does not include up to an aggregate of 828,000 shares of common stock issuable upon exercise of certain warrants purchased in the Private Placement by Abingworth VII. The address of Abingworth VII is c/o Abingworth LLP, 38 Jermyn Street, London SW1Y 6DN, U.K.
(6)Consists of (i) 2,446,209 shares of common stock held by Rock Springs Capital Master Fund LP (“Master Fund”), (ii) 280,480 shares of common stock held by Four Pines Master Fund LP (“Four Pines”), (iii) 690,907 shares of common stock subject to warrants exercisable within 60 days of the Record Date held by Master Fund and (iv) 137,093 shares of common stock subject to warrants exercisable within 60 days of the Record Date held by Four Pines. Rock Springs Capital Management, LP (“RSCM”) serves as the investment manager to each of the Master Fund and Four Pines. Rock Springs Capital LLC (“RSC”) is the general partner of RSCM. Each of RSCM and RSC may be deemed to be the indirect beneficial owners of 2,726,689 shares of common stock, and may be deemed to have shared voting and dispositive power with respect to such shares. The address of RSCM and RSC is 650 South Exeter St., Suite 1070, Baltimore, MD 21202. The address of Master Fund is c/o Walkers Corporate Limited. Cayman Corporate Centre. 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands.
(7)Consists of 2,364,000 shares of common stock held by 5AM Opportunities II, L.P. (“5AM Opportunities”). 5AM Opportunities II (GP), LLC is the general partner of 5AM Opportunities and may be deemed to have sole investment and voting power over the shares held by 5AM Opportunities. Andrew Schwab and Kush Parmar are the managing members of 5AM Opportunities II (GP), LLC, and may be deemed to share voting and dispositive power over the shares held by CM.5AM Opportunities. The number of shares beneficially owned by such individuals and entities is limited by beneficial ownership limitations applicable to the exercise of warrants purchased in the Private Placement by 5AM Opportunities, which limit the number of shares such entity can beneficially own after the exercise of warrants to a maximum of 4.99% of our outstanding common stock, unless the holder changes such limitations upon written notice to us. As a result of such limitations, the number of shares beneficially owned does not include up to an aggregate of 1,773,000 shares of common stock issuable upon exercise of warrants purchased in the Private Placement by 5AM Opportunities. The address of CM5AM Opportunities is 131 S. Dearbornc/o 5AM Ventures, 501 2nd Street, 32nd Floor, Chicago, Illinois 60603. The foregoing information is based solely onSuite 350, San Francisco, CA 94107.
(8)Consists of 14,705 shares of our common stock held by Dr. Szwarcberg and 250,000 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. Szwarcberg.
(9)Consists of 55,818 shares of our common stock held by Mr. Gharib and 295,655 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. Gharib.
(10)Consists of 0 shares of our common stock held by Mr. Grey and 354,745 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. Grey.
(11)Consists of 12,864 shares of our common stock held by Dr. Charlton and 67,708 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. Charlton.
(12)Consists of 32,500 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. O’Donnell.
(13)Consists of 97,617 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Ms. Simpson.
(14)Consists of 63,565 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. Spiegelman.
(15)Consists of 32,500 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. Muralidhar.
(16)32,500 shares of our common stock are subject to options exercisable within 60 days of the Record Date and 2,161,022 shares of our common stock are held by Dr. Chaya. Both the shares of common stock subject to such options and the shares of common stock are deemed to be beneficially owned by Omega Fund Management, LLC.
(17)Consists of 33,402 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. Ways.
(18)Consists of 22,500 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. Aynechi.
(19)Consists of the shares described in notes 4, 8, 9, 10, 11, 12, 13, 14, 15, 17, and 18 above.
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Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a Schedule 13G/A filed by Citadel Advisors LLC on February 14, 2022registered class of the Company’s equity securities, to file with the SEC.