| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MDVL | Series A Warrants to Purchase Common Stock | Award | +38.9M | 38.9M | Jun 16, 2023 | Common Stock | 38.9M | $0.39 | See Footnote | F1, F2, F3 | |||
| transaction | MDVL | Series A Warrants to Purchase Common Stock | Award | +38.9M | 38.9M | Jun 16, 2023 | Common Stock | 38.9M | $0.39 | Direct | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | On June 16, 2023, the Issuer issued Series A Warrants to purchase up to an aggregate of 38,916,562 shares of the Issuer's common stock (the "Series A Warrant Shares") to RedCo II Master Fund, L.P. ("RedCo II"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"). RedCo II acquired the right to receive the Series A Warrants pursuant to a securities purchase agreement, dated as of March 9, 2023 (the "Purchase Agreement"), in connection with a private placement of securities by the Issuer to certain investors on March 13, 2023 (the "Private Placement"). The issuance of the Series A Warrants under the Purchase Agreement was subject to stockholder approval under the applicable rules of The Nasdaq Stock Market LLC, which was obtained at the annual meeting of the Issuer's stockholders held on June 14, 2023. |
| F2 | The Warrants are exercisable by a holder at any time on or after June 16, 2023 for a five-year term that expires on June 16, 2028 at an exercise price of $0.38544 per share. |
| F3 | These securities are directly owned by RedCo II and may be deemed beneficially owned by Redmile as investment manager of RedCo II. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile, the "Reporting Persons"). Each of Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| F4 | RedCo II acquired the Warrants directly in the Private Placement pursuant to the terms of the Purchase Agreement. |
Rob Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.