Page 8 of 10 – SEC Filing
Longitude Venture III purchased 2,896,535
Units, or 2,896,535 shares of Common Stock and Warrants to purchase up to 1,448,267 shares of Common Stock, from the Issuer in
the Financing, for an aggregate purchase price of $19,999,994.87. All such securities were purchased by Longitude Venture III using
investment funds provided to Longitude Venture III by its limited partner investors.
Item 4. Purpose of Transaction.
The information set forth in Item 3 of this Statement is
incorporated herein by reference.
The Reporting Persons hold the securities
of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic
and other conditions, acquire additional shares of Common Stock or other securities of the Issuer or engage in discussions with
the Issuer concerning further acquisitions of shares of Common Stock or other securities of the Issuer or further investments in
the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the
price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer,
the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general
stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase
or to decrease the size of their investment in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) According
to the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”)
on August 7, 2017, as of August 1, 2017, after giving effect to the Merger and the Financing and certain other transactions
effected on such date, there were 26,880,857 outstanding shares of Common Stock.
Longitude Venture
III is the record holder of 2,896,535 shares of Common Stock and Warrants to purchase up to 1,448,267 shares of Common Stock,
which represents beneficial ownership of an aggregate of 4,344,802 shares of Common Stock and approximately 15.3% of the
Common Stock.
Longitude Capital III,
as the general partner of Longitude Venture III, has the power to vote and dispose of securities held by Longitude Venture III
and may be deemed to beneficially own the securities held of record by Longitude Venture III.
The Reporting
Individuals are members of Longitude Capital III and Mr. Enright and Ms. Bakker are the managing members of
Longitude Capital III. The Reporting Individuals share the decision-making power of Longitude Capital III with respect to the
voting and disposition of the Issuer’s securities beneficially owned by Longitude Capital III. As a result, each of Dr. Hirsch,
Mr. Enright and Ms. Bakker may be deemed to beneficially own the securities held of record by Longitude Venture
III.
(b) Each
of the Reporting Persons has shared power to vote and dispose of an aggregate of 4,344,802 shares of Common Stock, consisting of
2,896,535 shares of Common Stock and Warrants to purchase up to 1,448,267 shares of Common Stock.
(c) Except
as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer’s securities within
the past 60 days.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Items 3
and 4 of this Statement is incorporated herein by reference.
In connection with the purchase of the
Common Stock and Warrants in the Financing, Longitude Venture III entered into a Registration Rights Agreement, dated August 1,
2017, with the Issuer and certain other parties thereto (the “Registration Rights Agreement”), pursuant
to which the Issuer is obligated, among other things, to (i) file a registration statement with the Commission within 45 days
following the closing of the Financing for purposes of registering for resale the shares of Common Stock and shares of Common Stock
issuable upon exercise of the Warrants issued in the Financing, among other securities of the Issuer, (ii) use its commercially
reasonable efforts to have such registration statement declared effective as soon as practicable after filing, and in any event
no later than 120 days after the closing of the Financing, and (iii) maintain the registration until all registrable securities
may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, without restriction as to volume.
