| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDTX | Common Stock | Conversion of derivative security | +703K | 703K | Jul 19, 2024 | See footnotes | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CDTX | Series A Preferred Stock | Award | $100M | +100K | $1,000.00* | 100K | Jul 18, 2024 | Common Stock | 7M | See footnotes | F2, F3, F4, F5 | ||
| transaction | CDTX | Series A Preferred Stock | Conversion of derivative security | -10K | -10.04% | 90K | Jul 19, 2024 | Common Stock | 703K | See footnotes | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | In accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock"), these shares of Series A Preferred Stock were automatically converted to common stock based on the conversion ratio described in footnote 4, for no additional consideration, on July 19, 2024, the first trading day following the Issuer's public announcement of the satisfaction of the Convertibility Conditions (as defined in footnote 5). |
| F2 | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. |
| F3 | Held directly by the Fund. |
| F4 | Each share of Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock equal to the quotient of (A) $1,000, plus all declared and unpaid dividends, divided by (B) the Conversion Price of $14.20 per share of common stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, rounded down to the nearest whole share of common stock, for no additional consideration; except that the holder shall not have the right to convert any portion of the Series A Preferred Stock such that the holder would beneficially own in excess of 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. The Series A Preferred Stock has no expiration date. |
| F5 | The Series A Preferred Stock was originally acquired by the Fund on April 24, 2024. Upon issuance, the Series A Preferred Stock was not convertible into common stock until the Issuer's stockholders approved the issuance of the common stock issuable upon conversion of the Series A Preferred Stock and the related amendment to the Issuer's certificate of incorporation was filed with the Secretary of State of the State of Delaware (the "Convertibility Conditions"). Because of the Convertibility Conditions, the Series A Preferred Stock was not considered a derivative security and was, therefore, not reportable under Section 16 of the Securities Exchange Act, until such conditions were satisfied. The Convertibility Conditions were satisfied on July 18, 2024. |
Dr. Laura Tadvalkar, a Managing Director of the Adviser, serves on the Issuer's board of directors.