Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | VERO | Secured Subordinated Convertible Notes | Purchase | $22.8M | $22.8M | Oct 4, 2023 | Common Stock | 950K | $24.00 | See footnotes | F1, F2, F3, F4 | |||
transaction | VERO | Secured Subordinated Convertible Notes | Disposed to Issuer | -$26.7M | $0 | Oct 4, 2023 | Common Stock | 548K | $48.75 | See footnotes | F2, F3, F4, F5 | |||
transaction | VERO | Series X Convertible Preferred Stock | Purchase | +249K | 249K | Oct 4, 2023 | Common Stock | 2.49M | See footnotes | F2, F3, F4, F5, F6, F7 |
Id | Content |
---|---|
F1 | The New Notes (as defined below) are convertible at any time into shares of Common Stock at a conversion rate of 41.6666667 shares of Common Stock for each $1,000 principal amount of New Notes. |
F2 | The reported transactions involved an exchange of existing secured subordinated convertible notes in the aggregate principal amount of $26,695,110.58 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $22,791,748.32 (the "New Notes") and (ii) 248,755 shares of Series X Convertible Preferred Stock. |
F3 | Represents securities held directly by Madryn Health Partners, LP ("Health Partners LP") and Madryn Health Partners (Cayman Master), LP ("Cayman Master LP" and together with Health Partners LP, the "Funds"). Madryn Asset Management, LP, as investment advisor for each of the Funds, and Madryn Health Advisors, LP, as general partner of each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds. |
F4 | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
F5 | The Existing Notes were convertible at a rate of 20.5128205 shares of Common Stock for each $1,000 principal amount of Existing Notes, after giving effect to a reverse stock split implemented by the Company on May 11, 2023 based on a one-for-fifteen consolidation ratio. |
F6 | Each share of Series X Convertible Preferred Stock is convertible into ten shares of Common Stock at any time at the option of the holder. |
F7 | The Series X Convertible Preferred Stock is perpetual and therefore has no expiration date. |