Explanatory Note:
This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D originally filed with the Commission on May 15,
2020, as amended by Amendment No. 1 filed with the Commission on April 22, 2022 (collectively, the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reported in the Original
Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original
Schedule 13D.
Item 2. |
Identity and Background. |
Item 2(b) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
(b) The address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is c/o North Bridge Venture
Partners, 150 A Street, Suite 102, Needham, MA 02494.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Original Schedule 13D is hereby amended to add the following language:
On May 25, 2023, NBVP V-A, NBVP V-B and NBVP VI entered into a securities
purchase agreement, which is filed as Exhibit 7 to this Statement (Securities Purchase Agreement) with the Issuer, pursuant to which the Reporting Persons agreed to purchase an aggregate of (i) 1,805,416 shares of Common
Stock and (ii) accompanying warrants to purchase up to 902,708 shares of Common Stock (the Purchase Warrants, which is filed as Exhibit 8 to this Statement) for a combined effective purchase price per share of $2.4925
per share (the PIPE Offering). The PIPE Offering closed on May 31, 2023.
In the PIPE Offering, NBVP V-A purchased (i) 403,858 shares of the Issuers Common Stock and (ii) an accompanying Purchase Warrant to purchase up to 201,929 shares of the Issuers Common Stock for an aggregate purchase price of
$1,006,616.07, NBVP V-B purchased (i) 197,946 shares of the Issuers Common Stock and (ii) an accompanying Purchase Warrant to purchase up to 98,973 shares of the Issuers Common Stock for an
aggregate purchase price of $493,380.41 and NBVP VI purchased (i) 1,203,612 shares of the Issuers Common Stock and (ii) an accompanying Purchase Warrant to purchase up to 601,806 shares of the Issuers Common Stock for an aggregate
purchase price of $3,000,002.91. Each Purchase Warrant will be exercisable at any time on or after November 30, 2023 and will expire on November 30, 2028. The Purchase Warrants are not included in the beneficial ownership reported by any
of the Reporting Persons on their respective cover pages because they are not exercisable within 60 days of May 31, 2023.
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 of the Original Schedule 13D is hereby amended to add the following language:
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.
In connection with its purchase of shares of the Issuers Common Stock, NBVP V-A, NBVP V-B and NBVP VI and certain of the Issuers other investors entered into an Amendment No. 1 to Ninth Amended and Restated Investors Rights Agreement, dated May 25, 2023, with the Issuer (the
Amendment No. 1), which amended the Issuers existing Ninth Amended and Restated Investor Rights Agreement, dated as of April 7, 2022 (the Rights Agreement). Pursuant to Amendment
No. 1, the definition of Registrable Shares in the Rights Agreement was amended to include all shares of Common Stock purchased by NBVP V-A, NBVP V-B
and NBVP VI and certain other purchasers in the PIPE Offering. The terms and provisions of Amendment No. 1 are described more fully in the Issuers Current Report on Form 8-K filed with the
Commission on May 31, 2023, and the above summary is qualified by reference to such description and the full text of Amendment No. 1, which is filed as Exhibit 9 to this Statement and is incorporated herein by reference.