1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Secured Convertible Promissory Note
|
Â
(1)
|
08/15/2017(1)
|
Common Stock
|
1,523,746
|
$
13.6088
|
D
|
Â
|
Primary Common Stock Purchase Warrant
|
Â
(2)
|
08/15/2017(2)
|
Common Stock
|
2,150,335
|
$
13.6088
|
D
|
Â
|
10% Common Stock Purchase Warrant
|
Â
(3)
|
05/11/2012(3)
|
Common Stock
|
809,400
|
$
13.6088
|
D
|
Â
|
Tranche A Common Stock Purchase Warrant
|
08/15/2016 |
08/15/2020 |
Common Stock
|
51,437
|
$
13.6088
|
D
|
Â
|
Tranche B Common Stock Purchase Warrant
|
11/25/2016 |
11/25/2020 |
Common Stock
|
51,437
|
$
13.6088
|
D
|
Â
|
Second Tranche Common Stock Purchase Warrant
|
11/25/2016 |
11/25/2020 |
Common Stock
|
51,437
|
$
13.6088
|
D
|
Â
|
Secured Convertible Bridge Note
|
Â
(4)
|
11/25/2017 |
Common Stock
|
295,440
|
$
13.6088
|
D
|
Â
|
Bridge Common Stock Purchase Warrant
|
03/17/2017 |
03/17/2027 |
Common Stock
|
30,000
(5)
|
$
13.6088
|
D
|
Â
|
Bridge Common Stock Purchase Warrant
|
04/14/2017 |
04/14/2027 |
Common Stock
|
30,000
(5)
|
$
13.6088
|
D
|
Â
|
Bridge Common Stock Purchase Warrant (IPO Tranche A)
|
05/11/2017 |
05/11/2027 |
Common Stock
|
30,000
(5)
|
$
13.6088
|
D
|
Â
|
Bridge Common Stock Purchase Warrant (IPO Tranche B)
|
05/11/2017 |
05/11/2027 |
Common Stock
|
30,000
(5)
|
$
13.6088
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Pursuant to the terms of the Secured Convertible Promissory Note (the "Note") issued on August 15, 2016, all outstanding principal and accrued interest of the Notes will be automatically converted into 1,523,746 share of common stock upon closing of the initial public offering ("IPO") of the Issuer's securities. |
(2) |
Pursuant to the terms of the Primary Common Stock Purchase Warrant (the "Primary Warrant") dated as of August 15, 2016, the Primary Warrant will be automatically exercised for 2,150,335 shares of common stock upon closing of the IPO. |
(3) |
Pursuant to the terms of the Primary Warrant, the Issuer will issue the 10% Common Stock Purchase Warrant (the "10% Warrant") with a term of five years to the Reporting Person immediately prior to the closing of the IPO. Fifty percent (50%) of the shares of common stock underlying the 10% Warrant became exercisable on the issuance date and the remaining 50% of the shares will become exercisable on the first anniversary of the issuance date. |
(4) |
Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2016, all outstanding principal and accrued interest of the Bridge Notes will be automatically converted into 295,440 shares of common stock upon closing of the IPO. |
(5) |
Upon closing of the IPO, the number of shares of common stock issuable upon exercise of this warrant will be increased to a number equal to (i) the number of outstanding shares of common stock of the Issuer on a fully-diluted basis, multiplied by (ii) 0.001875 (or 39,180 shares assuming the IPO closes on May 17, 2017). |