| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FATE | Pre-Funded Warrants to Purchase Common Stock | Award | $20M | +3.64M | +1413.22% | $5.50 | 3.89M | Mar 21, 2024 | Common Stock | 3.64M | $0.00 | See Footnote | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | On March 21, 2024, concurrently with the underwritten public offering of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), a private investment vehicle managed by Redmile Group, LLC ("Redmile") acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock (the "Pre-Funded Warrant Shares") for a purchase price per Pre-Funded Warrant equal to $5.50, less $0.001, in a private placement by the Issuer to certain investors pursuant to the terms of a securities purchase agreement, dated as of March 19, 2024 (the "Purchase Agreement"). |
| F2 | The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the Purchase Agreement until fully exercised at an exercise price of $0.001 per Pre-Funded Warrant Share, subject to a 9.99% beneficial ownership blocker and a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and the extent that such exercise would violate the rules or regulations of Nasdaq Stock Market LLC. The Pre-Funded Warrants have no expiration date. |
| F3 | The securities reported herein are directly owned by the certain private investment vehicles managed by Redmile, none of which individually is a 10% owner. The reported securities may be deemed beneficially owned by Redmile as investment manager of the private investment vehicles and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (the "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 the Reporting Persons are a beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Mr. Michael Lee, 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.