NovaQuest Co-Investment Fund XV, L.P. - Jan 17, 2023 Form 4 Insider Report for Aceragen, Inc. (ACGN)

Role
Director, Other*
Signature
/s/ S. Halle Vakani, Attorney-in-Fact for NQ POF V GP, Ltd., General Partner of NovaQuest Co-Investment Fund XV, L.P.
Stock symbol
ACGN
Transactions as of
Jan 17, 2023
Transactions value $
$0
Form type
4
Date filed
1/18/2023, 03:46 PM
Previous filing
Oct 3, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ACGN Warrant Conversion of derivative security -14.1K -100% 0 Jan 17, 2023 Series Z Preferred Stock 14.1K $460.00 Direct F1, F2, F3
transaction ACGN Warrant Conversion of derivative security +830K 830K Jan 17, 2023 Common Stock 830K $7.82 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 28, 2022, Issuer completed its merger ("Merger") with Aceragen, Inc. ("Aceragen"), in accordance with the terms of that certain Agreement and Plan of Merger, dated September 28, 2022 (the "Merger Agreement"). Pursuant to the Merger Agreement, NovaQuest Co-Investment Fund XV, L.P. ("NovaQuest") received warrants to purchase (i) 1,343,547 shares of Issuer Common Stock and (ii) 14,115 shares of Issuer non-voting, convertible Series Z Preferred Stock ("Series Z Preferred Stock").
F2 On January 12, 2023, Issuer's stockholders approved the conversion of Issuer Series Z Preferred Stock into shares of Issuer Common Stock. Each share of Issuer Series Z Preferred Stock was to be converted into 1,000 shares of Issuer Common Stock, subject to certain limitations, on January 17, 2023. The shares reported on this Form 4 have been adjusted to reflect the Issuer's 1-for-17 reverse stock split of its common stock, effective January 17, 2023.
F3 NQ POF V GP, Ltd. ("NovaQuest GP") has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.

Remarks:

The Issuer announced on January 17, 2023 that it changed its name from Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) to Aceragen, Inc. (Nasdaq: ACGN). The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that Ronald J. Wooten serves on the board of directors of Issuer and is also a member of the investment committee of NovaQuest GP, which is the general partner of NovaQuest. NovaQuest GP has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.