(c) Other Material Information. Item 15(c) is hereby amended and
supplemented by adding the following language:
On July 18, 2024, the Company and Parent filed a Certificate of Merger with the Secretary of State of
the State of Delaware (the “Certificate of Merger”), pursuant to which the Merger became effective (such time, the “Effective Time”). As a result of the Merger, the Company became a subsidiary of Parent. At the
Effective Time, each share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Shares”), issued and outstanding immediately prior to the Effective Time (other than Rollover Shares (as defined
below), any Class A Shares canceled pursuant to the terms of the Merger Agreement and any dissenting Class A Shares) was converted into the right to receive an amount in cash equal to $0.50 per Class A Share, without interest (the
“Merger Consideration”).
Immediately prior to the Effective Time, each share of Class B common stock, par value $0.0001 per share
(the “Class B Shares”), all of which Class B Shares were held by the Company’s co-founders, Chris C. Kemp, the Company’s chief executive officer, chairman and a director, and Dr. Adam P.
London, the Company’s chief technology officer and a director (collectively, including the Chris Kemp Living Trust dated February 10, 2021, the “Specified Stockholders”), was converted into an equal number of Class A
Shares.
At the Effective Time, all Class A Shares held by Parent or its affiliates, including the Specified Stockholders (other than 160,000
Class A Shares held by the Specified Stockholders that were excluded from their respective rollover agreements to cover transaction expenses in connection with the Merger and were converted into the right to receive the Merger Consideration),
and certain other holders of Class A Shares (the “Rollover Shares”), as a result of having been acquired by Parent or its affiliates pursuant to a rollover agreement or in connection with the funding of a capital commitment set
forth in an equity commitment letter, were canceled without payment of any consideration therefor and cease to exist. In exchange for the delivery of such Rollover Shares to Parent, such holders of Rollover Shares were issued shares of Parent Series
A Preferred Stock. In total, 6,712,110 Class A Shares were rolled over to Parent Series A Preferred Stock.
Immediately prior to the Effective Time,
all outstanding options to purchase Class A Shares had an exercise price equal to or greater than the Merger Consideration, and in accordance with the Merger Agreement, were canceled at the Effective Time for no consideration and cease to
exist.
Immediately prior to the Effective Time, each outstanding restricted stock unit with respect to Class A Shares (a “Company RSU
Award”) that had vested in accordance its terms was cancelled in exchange for the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of Class A Shares subject to such Company
RSU Award by (b) the Merger Consideration, without interest and less required tax withholdings. At the Effective Time, each Company RSU Award that had not vested in accordance with its terms was canceled for no consideration and cease to exist.
Immediately after the Effective Time, (a) all outstanding Company Convertible Notes, were converted into shares of Parent Series A Preferred Stock
and cancelled and all of Company’s obligations under or with respect to the Company Convertible Notes were fully satisfied and discharged; and (b) all outstanding warrants to purchase Class A common stock, dated August 4, 2023,
and common stock purchase warrants, dated November 6, 2023, November 13, 2023, November 21, 2023, January 19, 2024, March 6, 2024, March 7, 2024, March 15, 2024, May 13, 2024, June 28, 2024 and
July 3, 2024, in each case, issued by the Company in favor of the respective holders thereof, were exchanged for warrants to purchase Parent Series A Preferred Stock.
Prior to the opening of trading on July 18, 2024, the Company notified the Nasdaq Capital Market (“Nasdaq”) that the Merger had been
completed and that the Certificate of Merger had been filed, and requested that Nasdaq suspend trading of the Class A Shares on Nasdaq prior to the opening of trading on July 18, 2024. The Company also requested that Nasdaq file with the
SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all Class A Shares from Nasdaq and deregistration of such Class A Shares under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). In addition, the Company will file a certification on Form 15 with the SEC requesting the termination of registration of all shares of Common Stock under Section 12(g) of the Exchange Act
and the suspension of the Company’s reporting obligations under Section 13 of the Exchange Act with respect to all Class A Shares.
On
July 18, 2024, the Company issued a press release announcing the closing of the Merger. The press release is attached as Exhibit 99.1 to the Form 8-K, and is incorporated by reference herein as Exhibit (a)(3).