| 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 4,992,617 shares of Common Stock of the Company, which includes (i) 156,000 shares
of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing and (ii) 6,440 shares of Common Stock issuable upon conversion of 161
shares of Series A Preferred Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation
of 9.99%.
On April 22, 2024, Fund II delivered to the Company a notifications that it had elected, pursuant to Section 6.4 of the Certificate
of Designations of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock and Section 6.4 of the Certificate of Designations of Preferences, Rights and Limitations of Series B
Non-Voting Convertible Preferred Stock, to increase the beneficial ownership limitation from 0.00% to 9.99%, to be effective on the 61st day following delivery of such notice for both the Series A Preferred Stock and the Series B Preferred Stock. On
April 23, 2024, Fund II and the Company entered into an Exchange Agreement pursuant to which the parties agreed to exchange 90,992 shares of Fund II’s Series A Preferred Stock for 3,639,680 shares of Common Stock, to be effective within
two business days of the date of the agreement.
Fairmount Funds Management does not own any Common Stock directly but is deemed to beneficially own
Common Stock held by Fund II. Fairmount Funds Management, Mr. Harwin and Mr. Kiselak each disclaim beneficial ownership of such Common Stock, except to the extent of its or his pecuniary interest therein.
| Item 4. |
Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
The
Reporting Persons beneficially own 12.35% of the Company’s Common Stock in the aggregate, based upon the Company’s aggregate outstanding shares as of April 24, 2024. The Reporting Persons’ securities include 4,992,617 shares of
Common Stock, which includes (i) 156,000 shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the date of this filing and (ii) 6,440 shares
of Common Stock issuable upon conversion of 161 shares of Series A Preferred Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock held directly by Fund II in
excess of the beneficial ownership limitation of 9.99%.
| Item 5. |
Interest in Securities of the Company |
Item 5 is hereby amended and supplemented as follows:
The
percentages used in this Schedule 13D are calculated based upon 40,279,414 shares of Common Stock outstanding as of April 24, 2024, which includes the shares issued in the exchange discussed in Item 3 above. The Reporting Persons’
securities include 4,992,617 shares of Common Stock, which includes (i) 156,000 shares of Common Stock issuable upon the exercise of options held by the Reporting Persons that are currently exercisable or will be exercisable within 60 days of the
date of this filing and (ii) 6,440 shares of Common Stock issuable upon conversion of 161 shares of Series A Preferred Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and Series B
Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.99%.
Fairmount Funds Management is the investment manager
or adviser to Fund II and has voting and dispositive power over shares of Common Stock held on behalf of Fund II. Other than the exchange discussed above, the Reporting Persons have not had any transactions in the Common Stock.