CUSIP No. 03237H101
In June 2020, Morningside acquired 1,563,333 shares of Series B redeemable convertible preferred stock (the “Series B Preferred Stock”) for an aggregate purchase price of approximately $26.5 million. All such shares were acquired with working capital.
In connection with the Issuer’s Series B financing, the Old Notes automatically converted into an aggregate of 3,986,541 shares of Series B Preferred Stock pursuant to the terms of the Old Notes.
In January 2021, MVIL acquired $13,972,065 of convertible promissory notes (the “2021 Notes”), which were convertible into 1,621,544 shares of Series C-2 redeemable convertible preferred stock (the “Series C-2 Preferred Stock”).
In July 2021, Morningside acquired 974,107 shares of Series C-1 redeemable convertible preferred stock (the “Series C-1 Preferred Stock”), for an aggregate purchase price of approximately $10.0 million. The 2021 Notes automatically converted into shares of Series C-2 Preferred Stock pursuant to their original terms in July 2021 in connection with the Issuer’s Series C-1 Preferred Stock financing.
On January 11, 2021, upon the closing of the Issuer’s initial public offering, Morningside’s convertible preferred stock converted in accordance with its terms into 10,415,650 shares of Common Stock, which consisted of (i) 8,794,106 shares of Common Stock issuable upon conversion of convertible preferred stock held by Morningside, and (ii) 1,621,544 shares of Common Stock issuable upon conversion of preferred stock held by MVIL, a wholly-owned subsidiary of Morningside.
On February 20, 2019, in connection with the Issuer’s initial public offering, Morningside acquired 263,158 shares of Common Stock, for an aggregate purchase price of approximately $5.0 million. Such shares were acquired with working capital.
Item 4. Purpose of Transaction.
The securities reported herein were acquired solely for investment purposes with the aim of increasing the value of the investment and the Issuer. Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:
| | (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; |
| | (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| | (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| | (f) | Any other material change in the Issuer’s business or corporate structure; |
| | (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; |
| | (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
