Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose or distribute some or all of its of his Common Stock or such other securities as it or he 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.
| 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 12,924,563 outstanding shares of Common Stock, as reported by the Issuer in its Form10-Q filed with the Securities and Exchange Commission on May 28, 2020. |
| | (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| | (c) | Schedule B sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person. |
| | (d) | No person (other than the Reporting Persons) 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 shares of Common Stock subject to this Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Investor Rights Agreement
The Master Fund and Perceptive LS and certain of the Issuer’s other investors have entered into an Investors’ Rights Agreement, dated January 10, 2020 with the Issuer (the “Rights Agreement”). After the closing of the Issuer’s initial public offering, the stockholders party to the Rights Agreement are entitled to certain registration rights, including the right to demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing.
Lock-up Agreement
In connection with the Issuer’s initial public offering, the Master Fund and Perceptive LS entered into alock-up agreement (the “Lock-up Agreement”) with the representatives of the several underwriters. Pursuant to theLock-up Agreement, the Master Fund and Perceptive LS, subject to certain exceptions, agreed not to sell or otherwise transfer any shares of Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock, for 180 days after the date of the prospectus relating to the initial public offering without the prior consent of the representatives.
The foregoing summaries of the Rights Agreement andLock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the Rights Agreement and theLock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
