Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose of or distribute some or all of its Ordinary Shares or such other securities as it owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives.
Consistent with their investment intent, each Reporting Person may from time to time discuss with the Issuer’s management, directors, other shareholders and others, the Issuer’s performance, business, strategic direction, capital structure, product development program, prospects and management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary transactions.
Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.
The information set forth in Item 6 below is incorporated by reference to this Item 4.
| Item 5. | Interest in Securities of the Issuer |
| | (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 102,985,072 Ordinary Shares outstanding as of January 31, 2024, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on March 21, 2024, and in the case of the cover pages for Perceptive and Mr. Edelman give effect to the exercise of the Options (as defined below) |
| | (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. The shares reported include (i) 8,086,159 Ordinary Shares held by the Master Fund, and (ii) 84,687 Ordinary Shares issuable upon the exercise of 84,687 vested stock options or stock options that will vest within 60 days (the “Options”) that Perceptive has rights to pursuant to a management fee offset. |
| | (c) | On May 30, 2024, the Master Fund acquired 3,503,750 Ordinary Shares in a pro rata distribution from ARYA at a valuation of $11.28 per share (the “Distribution”). |
| | (d) | No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares subject to this Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth in Item 4 above is incorporated by reference to this Item 6.
Investor Rights Agreement
On July 1, 2020, Arya Sciences Holdings (the “ARYA”) entered into an Investor Rights and Lock-Up Agreement (the “Investor Rights Agreement”) with the Issuer and certain other stockholders of the Issuer. Pursuant to the terms of the Investor Rights Agreement, ARYA and the Master Fund assumed certain rights as described below.
Pursuant to the Investor Rights Agreements, until the fifth anniversary of the closing of the ARYA Merger (as defined therein), at each annual or special meeting of the Issuer’s shareholders, (i) the Master Fund and certain other investors named therein (collectively, the “ARYA Investors”) have the right, but not the obligation, to designate for election as a director two individuals to serve on the Issuer’s Board (one Class I director and one Class III director), provided that the ARYA Investors’ nomination rights will terminate if at any time ARYA Investors collectively own less than 5% of the Issuer’s then-outstanding Ordinary Shares. Once nominated, the Issuer’s Board is obligated to recommend such individuals for election and to include such recommendation in any proxy statement or similar document provided to the Issuer’s shareholders.
