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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series 1d Preferred Stock | (1) | 08/17/2021 | C | 302,112 | (1) | (1) | Common Stock | 44,777 | $ 0 | 0 | I | By Hale BioVentures LLC (7) | |||
| Series 1a Preferred Stock | (2) | 08/17/2021 | C | 250,000 | (2) | (2) | Common Stock | 12,195 | $ 0 | 0 | I | By Hale BioVentures LLC (7) | |||
| Series 1b Preferred Stock | (3) | 08/17/2021 | C | 410,000 | (3) | (3) | Common Stock | 20,000 | $ 0 | 0 | I | By Hale BioVentures LLC (7) | |||
| Series 1c Preferred Stock | (4) | 08/17/2021 | C | 3,571,428 | (4) | (4) | Common Stock | 174,216 | $ 0 | 0 | I | By Hale BioVentures LLC (7) | |||
| Series 1 Preferred Stock | (5) | 08/17/2021 | C | 555,622 | (5) | (5) | Common Stock | 27,103 | $ 0 | 0 | I | By Hale BioVentures LLC (7) | |||
| Series 1a Warrants | (6) | 08/17/2021 | C | 62,500 | 11/15/2016 | 03/14/2026 | Common Stock | 3,048 | $ 0 | 0 | I | By Hale BioVentures LLC (7) | |||
| Warrant to Purchase Common Stock | $ 20.5 | 08/17/2021 | C | 3,048 | 11/15/2016 | 03/14/2026 | Common Stock | 3,048 | $ 0 | 3,048 | I | By Hale BioVentures LLC (7) | |||
| Warrant to Purchase Common Stock | $ 7 | 08/17/2021 | P | 35,714 | 08/17/2021 | 08/17/2026 | Common Stock | 35,714 | (8) | 35,714 | I | By Hale Family Trust (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HALE DAVID F 3525 DEL MAR HEIGHTS RD., #332 SAN DIEGO, CA 92130 |
X | X | ||
| /s/ Gerald T. Proehl, Attorney-in-Fact | 08/17/2021 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Series 1d Preferred Stock automatically converted into Common Stock of the Issuer upon consummation of the Issuer's initial public offering (the "IPO"). The Series 1d Preferred Stock was convertible at any time and had no expiration date. |
| (2) | The Series 1a Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1a Preferred Stock was convertible at any time and had no expiration date. |
| (3) | The Series 1b Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1b Preferred Stock was convertible at any time and had no expiration date. |
| (4) | The Series 1c Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1c Preferred Stock was convertible at any time and had no expiration date. |
| (5) | The Series 1 Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1 Preferred Stock was convertible at any time and had no expiration date. |
| (6) | The Series 1a Preferred Warrants converted into warrants to purchase Common Stock in connection with the IPO. |
| (7) | Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (8) | Reporting Person purchased 35,714 Units in the IPO at $7.00 per Unit. Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock. |