| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TBIO | Redeemable Convertible Preferred Stock | +Grant/Award | $8,000,000 | +80,000 | +2.42% | $100.00 | 3,385,097 | Jun 5, 2023 | Common Stock | 3,385,097 | $2.36 | See Footnote | F1, F2, F3 |
| transaction | TBIO | Long-Term Warrants | +Grant/Award | $0 | +3,385,097 | $0.00 | 3,385,097 | Jun 5, 2023 | Common Stock | 3,385,097 | $2.60 | See Footnote | F3, F4, F6 | |
| transaction | TBIO | Short-Term Warrants | +Grant/Award | $0 | +1,692,549 | $0.00 | 1,692,549 | Jun 5, 2023 | Common Stock | 1,692,549 | $2.60 | See Footnote | F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | The number of shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") deliverable upon conversion of each share of redeemable convertible preferred stock, par value $0.0001 per share, of the Issuer (the "Preferred Stock") is calculated for purposes of this Form 4 by dividing the "Accrued Value" of all Preferred Stock acquired by Northpond Ventures, LP ("NPV I") as reported in this Form 4 (which aggregate Accrued Value is currently $8.0 million) by a Conversion Price per share of Preferred Stock of $2.3633 (which is the Conversion Price per share currently in effect for the Preferred Stock). |
| F2 | (continued from Footnote 1) The Accrued Value is subject to increase from time to time for accrued and unpaid dividends on the Preferred Stock, and the Conversion Price is subject to customary antidilution adjustments, and each is further defined and described in the Certificate of Designation of the Preferred Stock that the Issuer filed with the Secretary of State of the State of Delaware on June 1, 2023. The Preferred Stock is convertible into Common Stock at any time at the election of NPV I and is redeemable at any time after June 5, 2030 at the election of either NPV I or the Issuer. The Preferred Stock has no expiration date. |
| F3 | NPV I acquired the Preferred Stock and each of the Warrants (defined below) pursuant to the redeemable convertible preferred stock and warrant purchase agreement, dated as of May 31, 2023, by and among NPV I, the Issuer and the other investors party thereto (the "Purchase Agreement"), and NPV I holds the Preferred Stock and the Warrants directly. Each of Northpond Ventures GP, LLC ("NPV I GP"), the general partner of NPV I, and Michael P. Rubin, the managing member of NPV I GP, may be deemed to be the beneficial owner of the Preferred Stock and the Warrants held by NPV I, as a result of such relationships. Each of the reporting persons disclaims beneficial ownership of the Preferred Stock and the Warrants held by NPV I, expect to the extent of its or his respective pecuniary interested therein. |
| F4 | The number of shares of Common Stock underlying this warrant and the exercise price are subject to customary adjustments in the event of any stock split, stock dividend and/or certain other events involving the Issuer. |
| F5 | The number of shares of Common Stock underlying this warrant (together with the warrant described in footnote 3, the "Warrants") and the exercise price are subject to customary adjustments in the event of any stock split, stock dividend and/or certain other events involving the Issuer. |
| F6 | NPV I paid no additional purchase-price consideration to acquire the Warrants pursuant to the Purchase Agreement, as all purchase-price consideration thereunder was attributable to the Preferred Stock. |
Andrea Jackson, a Partner at Northpond Ventures, serves on the Issuer's board of directors (the "Board") as a representative of the Reporting Persons. By virtue of her representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization.