Page 8 of 18 – SEC Filing
| Cusip No. 23291E208 | 8 of 15 Pages |
On August 21, 2017, Deerfield
Management voluntarily agreed to settle an SEC administrative proceeding relating to alleged violations of Section 204A of the
Investment Advisers Act of 1940 (the “Advisers Act”), without admitting or denying the SEC’s allegations,
pursuant to an order under Section 203(e) and 203(k) of the Advisers Act (the “Order”). The Order resolved the
SEC’s allegations that Deerfield Management, from 2012 through 2014, violated Section 204A of the Advisers Act by failing
to establish, maintain, and enforce policies and procedures reasonably designed to prevent the misuse of material, nonpublic information,
particularly taking into consideration the nature of Deerfield Management’s business. The Order alleged that, as part of
Deerfield Management’s research in the healthcare sector, Deerfield Management engaged third party consultants and research
firms, including firms that specialized in providing “political intelligence” regarding upcoming regulatory and legislative
decisions, that Deerfield Management employees based certain trading recommendations on such information, and that hedge funds
advised by Deerfield Management then made those trades. The Order required Deerfield Management to cease and desist from committing
or causing any violations and any future violations of Section 204A of the Advisers Act, censured Deerfield Management and provided
that Deerfield Management would pay disgorgement and interest of $811,695 and a civil money penalty of $3,946,267.
Other than as set forth above
in this Item 2(e), during the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Person’s
knowledge, any of the persons listed on Schedule A attached hereto, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
| (f) | Each of Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management is organized under the laws of the State of Delaware. Each of Flynn and Hochberg is a citizen of the United States of America. |
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is attached hereto as Exhibit A.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Persons may be deemed to
beneficially own 6,967,500 shares of Common Stock held by Deerfield/RAB Ventures, LLC (the “Sponsor”). On February
15, 2018, prior to the Company’s initial public offering (the “IPO”), Deerfield Private Design Fund IV
acquired 12,500 units (“Units”) of the Sponsor (the “Initial Sponsor Units”), representing
a 50% membership interest in the Sponsor, in exchange for a capital contribution of $12,500. The Sponsor may be required to forfeit
up to 921,848 of the shares of Common Stock initially purchased by the Sponsor in a private placement prior to the IPO (“Founder
Shares”) depending upon the extent to which the underwriters in the IPO exercise their over-allotment option.
On February 21, 2018, Deerfield Private
Design Fund IV purchased 2,500,000 Units of the Company for $10.00 per Unit, or $25,000,000 in the aggregate, in the IPO. Each
Unit consists of (i) one share of common stock, par value $0.0001 per share (“Common Stock”) and (ii) one-third
of a redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one
share of Common Stock upon the terms set forth therein.
