Filing Details

On March 12, 2021, in connection with the Company's initial public offering ("IPO"), the Company filed an amendment to its Certificate of Incorporation to effect a 1.2-for-1 forward split of its common stock, with appropriate adjustments made to the conversion prices of each series of the Company's preferred stock.

(a, b) As of the date hereof, CPMG may be deemed to be the beneficial owner of 8,478,790 Shares (approximately 6.6% of the total number of Shares outstanding) held for the account of Ibisbill.

As of the date hereof, Mr. McGaughy may be deemed to be the beneficial owner of 8,530,790 Shares (approximately 6.7% of the total number of Shares outstanding). This amount includes 8,478,790 Shares held for the account of Ibisbill and 52,000 Shares obtainable upon exercise of options granted to Mr. McGaughy.

The beneficial ownership percentages reported herein were calculated in accordance with Rule 13d-3(d)(1)(i) and are based on (1) 128,212,253 Shares outstanding upon closing of the IPO on March 23, 2021, as reported in the Issuer's prospectus on Form 424B4 dated March 18, 2021 and press release announcing closing of the IPO on March 23, 2021, and, for Mr. McGaughy, (2) the 52,000 Shares Mr. McGaughy has the right to acquire upon exercise of options.

Ibisbill and certain other Company shareholders (the “Parties”) are party to a Second Amended and Restated Investors’ Rights Agreement dated December 30, 2020 (the “Investors’ Rights Agreement”) with the Company. Pursuant to the Investors’ Rights Agreement, the Parties have been given certain registration rights, including demand, piggyback and Form S-3 registration rights (subject to certain limitations and the expiration, waiver or termination of the lock-up agreements, described below) with respect to the Shares then held by them and the Shares issued to them upon conversion of the Company’s convertible preferred stock in connection with the IPO (collectively, the “Registrable Securities”).  Subject to certain limitations, the Company is required to pay all expenses relating to any demand, piggyback or Form S-3 registration, other than underwriting discounts and commissions, stock transfer taxes and any additional fees of counsel for the selling stockholders, subject to specified conditions and limitations.  The Investors’ Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Company is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the applicable registration statement attributable to us, and the selling stockholders are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them, subject to certain limitations.  The registration rights granted under the Investors’ Rights Agreement will terminate with respect to any particular stockholder upon the earlier of (a) the closing of a deemed liquidation event, as defined in the Company’s certificate of incorporation, (b) with respect to each stockholder, at such time such stockholder is able to sell all of its shares pursuant to Rule 144 or another similar exemption under the Securities Act during a three-month period without registration and (c) the fifth anniversary of the closing of the IPO.

The summaries contained herein of the Investors’ Rights Agreement, Lock-Up Agreements and Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the full text or form of such documents, which are included as Exhibits B, C and D, respectively, to this Schedule 13D and are incorporated herein by reference.