On June 12, 2020, FLS IX effected an in-kind pro rata stock
distribution, pursuant to which it distributed a total of 1,456,854 shares of the Issuer’s Common Stock to its limited partners and general partner, including FHMLS IX, L.L.C., Topper and Heron.
Since August 9, 2022, FLSPF has purchased an aggregate of 2,795,916 shares of Common Stock of the Issuer for an approximate total purchase price of
$25,310,253.
Since August 9, 2022, FLS XI has purchased an aggregate of 822,118 shares of Common Stock of the Issuer for an approximate total
purchase price of $7,867,783.
On May 24, 2023, FLSPOF purchased an aggregate of 663,830 shares of Common Stock of the Issuer for an approximate
total purchase price of $7,800,003.
On May 25, 2024, Topper received 9,000 shares of Common Stock of the Issuer from the vesting of restricted
stock units that were granted to Topper on May 25, 2023 as consideration for Topper’s service on the Issuer’s board of directors.
On
August 20, 2024, FLSPF purchased a warrant to purchase 2,004,956 shares of the Issuer’s Common Stock.
On August 20, 2024, FLSPOF purchased
a warrant to purchase 591,443 shares of the Issuer’s Common Stock.
On August 20, 2024, FLS XI purchased a warrant to purchase 12,523 shares of
the Issuer’s Common Stock.
FLS IX holds 5,827,415 shares of the Issuer’s Common Stock (the “FLS IX Shares”), FHMLS IX, L.L.C. holds 1
share of the Issuer’s Common Stock (the “FHMLS IX, L.L.C. Share”), FLSPF holds 2,795,916 shares of this Issuer’s Common Stock and a warrant that is exercisable for 2,004,956 shares of the Issuer’s Common Stock within 60
days of August 20, 2024 (the “FLSPF Shares”), FLSPOF holds 663,830 shares of this Issuer’s Common Stock and a warrant that is exercisable for 591,443 shares of the Issuer’s Common Stock within 60 days of August 20,
2024 (the “FLSPOF Shares”), FLS XI holds 822,118 shares of this Issuer’s Common Stock and a warrant that is exercisable for 12,523 shares of the Issuer’s Common Stock within 60 days of August 20, 2024 (the “FLS XI
Shares”), Heron holds 14,937 shares of the Issuer’s Common Stock, which shares are held by The Heron Living Trust 11/30/2004, of which Heron is the co-trustee (the “Heron Shares”), and
Topper holds 25,508 shares of the Issuer’s Common Stock, 21,596 of such shares are held directly by Topper and the remaining 3,912 shares are held by Topper Group III LLC, of which Topper is a manager (the “Topper Shares”).
The working capital of FLS IX, FLSPF, FLSPOF and FLS XI was the source of the funds for the purchase of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares
and the FLS XI Shares. No part of the purchase price of the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares or the FLS XI Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding,
trading or voting the FLS IX Shares, the FHMLS IX, L.L.C. Share, the FLSPF Shares, the FLSPOF Shares, the FLS XI Shares, the Heron Shares or the Topper Shares.
| Item 4. |
Purpose of Transaction |
Each of FLS IX, FLSPF, FLSPOF and FLS XI acquired the FLS IX Shares, the FLSPF Shares, the FLSPOF Shares and the FLS XI Shares, as the case may be, for
investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, FLS IX, FLSPF, FLSPOF and FLS XI and the other Reporting Persons may dispose of or acquire additional
shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| |
(a) |
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the
Issuer; |
| |
(b) |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; |
| |
(c) |
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
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