| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GUTS | Common Stock | Conversion of derivative security | +3.42M | 3.42M | Feb 6, 2024 | Direct | F1, F4 | |||
| transaction | GUTS | Common Stock | Conversion of derivative security | +921K | +26.92% | 4.34M | Feb 6, 2024 | Direct | F2, F3, F4 | ||
| transaction | GUTS | Common Stock | Purchase | $5M | +333K | +7.68% | $15.00* | 4.67M | Feb 6, 2024 | Direct | F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GUTS | Series D Preferred Stock | Conversion of derivative security | -4.09M | -100% | 0 | Feb 6, 2024 | Common Stock | Direct | F1, F4 | ||||
| transaction | GUTS | Series E Preferred Stock | Conversion of derivative security | -2.91M | -100% | 0 | Feb 6, 2024 | Common Stock | Direct | F1, F4 | ||||
| transaction | GUTS | Series F Preferred Stock | Conversion of derivative security | -334K | -100% | 0 | Feb 6, 2024 | Common Stock | Direct | F1, F4 | ||||
| transaction | GUTS | Convertible Promissory Note | Conversion of derivative security | 0 | 0 | Feb 6, 2024 | Common Stock | Direct | F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's option, on a 1-1 basis, with such ratio being subject to adjustment from time to time for customary events affecting the preferred stock and common stock, and has no expiration date. On January 26, 2024, the Issuer's board approved a 1-for-2.146 reverse stock split of its issued and outstanding shares of common stock, as a result of which the conversion ratio for the Issuer's preferred stock was correspondingly adjusted to 1 share of common stock issuable for 2.146 shares of the preferred stock. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering on February 6, 2024 at such ratio. |
| F2 | The Convertible Note automatically converts into shares of the Issuer's common stock upon the occurrence of certain additional issuances of the Issuer's capital stock, including in connection with an initial public offering of the Issuer's common stock with gross proceeds of at least $80,000,000 or a resulting market capitalization of the Issuer's common stock equal to at least $1,000,000,000. In the event of such an initial public offering, all of the outstanding principal and interest under the convertible note will automatically convert into shares of the Issuer's common stock at a price equal to the lessor of (a) 80% of the per share offering price of common stock in the initial public offering; and (b) the price per share that results when $770,000,000 is divided by the total number of shares of the Issuer's common stock then outstanding, calculated on a fully diluted basis. |
| F3 | (Continued from Footnote 2) Upon the closing of the Issuer's initial public offering on February 6, 2024 meeting the foregoing criteria, the aggregate principal amount of the Convertible Note of approximately $10.9 million, including accrued interest, automatically converted into 920,661 shares of the Issuer's common stock. |
| F4 | HCC Manager LLC, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. HCC Manager LLC disclaims beneficial ownership of all shares held by CVF, LLC, except to the extent of its pecuniary interest therein. |