Page 6 of 20 – SEC Filing
SCHEDULE 13D
| Cusip No. 74371L109 | Page 5 of 21 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Private Design Fund IV, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 16,082,018 (1)(2) | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 16,082,018 (1)(2) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,082,018 (1)(2) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.985% (2) | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
(1) Comprised of shares of common stock issuable upon conversion
of shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”).
(2) The provisions of the Series A Convertible Preferred Stock
beneficially owned by the reporting person restrict the conversion of such securities to the extent that, upon such conversion,
the number of shares of the Issuer’s common stock then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total
number of shares of the Issuer’s common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding
the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon
conversion of such preferred stock to the extent that upon such conversion the number of shares beneficially owned by all reporting
persons hereunder, in the aggregate, would exceed the Ownership Cap.
