| Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 13,956,685 shares of Common Stock of the Company, which is comprised
of (a) 1,845,813 shares of Common Stock, and (b) 12,110,872.18 (rounded to 12,110,872 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463
shares of Series B Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. On January 22, 2024, Fund II purchased a total of 476,190 shares of Common Stock of the
Company for an aggregate of $9,999,990.00 in an underwritten public offering (the “Offering”). The shares were purchased with working capital. Fairmount Funds Management, Fairmount GP and Fairmount GP II do not own any shares of
Common Stock, Series A Preferred Stock or Series B Preferred Stock directly but are deemed to beneficially own the shares Common Stock, Series A Preferred Stock and Series B Preferred Stock held by the Clients. Fairmount Funds Management, Fairmount
GP and Fairmount GP II disclaim beneficial ownership of such shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock except to the extent of their pecuniary interest therein.
| Item 4. |
Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
Fund II purchased the shares of Common Stock referenced in Item 3 for investment purposes.
Lock-up Agreement
Pursuant to lock-up agreements signed in connection with the Offering, the Reporting Persons and each
director and officer of the Company agreed with the representatives of the underwriters, subject to specified exceptions, not to directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the
Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for Common Stock; or dispose of any shares of Common Stock, options to acquire shares of Common Stock, or securities exchangeable or exercisable
for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially. This restriction terminates after the close of trading of the Common Stock on and including the 60th day after the date of the prospectus
supplement relating to the Offering.
| Item 5. |
Interest in Securities of the Company |
The percentages used in this Schedule 13D are calculated based upon 59,728,897 shares of Common Stock outstanding, consisting of 52,586,039
shares of Common Stock outstanding as of November 7, 2023 plus 7,142,858 shares of Common Stock sold in the Offering. The Reporting Persons’ securities include (a) 1,845,813 shares of Common Stock and (b) 12,110,872.18 (rounded to
12,110,872 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463 shares of Series B Preferred Stock, the conversion of which is subject to a
beneficial ownership limitation of 19.99% of the outstanding Common Stock.