TOCA Tocagen Inc

Item 3 is hereby amended and restated to read as follows:

The Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $1,866,195.41 inclusive of brokerage commissions. Funds for the purchase were obtained from the available working capital of the Fund. Although the Fund has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.

Item 4 is hereby amended to add the following:

The Reporting Persons note the Issuer’s recent adoption of a ‘poison pill’ purportedly intended to “protect stockholders from coercive or otherwise unfair takeover tactics.” The Reporting Persons are unaware of any coercive measures or unfair tactics by shareholders that would induce investors to voluntarily dispose of their holdings at a more than 50% discount to the Issuer’s last reported net cash position. By contrast, the adoption of a pill in response to legitimate feedback from significant stockholders risks creating the impression of a Board of Directors (the “Board”) more focused on its own entrenchment than in the proper exercise of its fiduciary obligations.

Nevertheless, the Reporting Persons operate under the presumption that the Board of the Issuer acted in good faith out of genuine concern for the best interests of its stockholders. One of the pill triggers is the public announcement of a tender offer; given how deeply discounted the Issuer’s securities remain, a ‘hostile’ party could conceivably offer to purchase the Issuer’s entire capital stock at a discount to liquidation value while still offering stockholders a very substantial premium. The Board no doubt feels compelled to substitute its judgement for stockholders’ in such a circumstance even though a large proportion of the stockholders might find the offer compelling. It is not the Reporting Persons’ present intention, nor was it previously, to make such an offer. However, since the pill contemplates the possibility of transactions that are approved by the Board, the Reporting Persons note the sufficiency of their available capital resources, without financing conditions, and willingness to engage in such discussions if the Board so desires.

It remains the Reporting Persons’ preference that the Board give prompt and thorough consideration to the previously communicated suggestions, including the alternative suggested by another stockholder, and report back as soon as possible.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 14,761,261 shares outstanding as of May 9, 2022, which is the total number of shares outstanding as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022. As of the close of business on July 19, 2022, the Fund beneficially owned 1,461,364 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 1,461,364 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 1,461,364 Shares owned by the Fund.

(b)       The Fund has sole voting and dispositive power over the shares reported herein.

(c)       The transactions in the Shares by the Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. None of the Fund, Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares since the filing of the Schedule 13D. Each Reporting Person and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       Not applicable.

Item 6 is hereby amended to add the following:

Funicular wrote American-style put options referencing an aggregate of 1,000,000 Shares, which had an exercise price of $1.25 per Share and an expiration date on July 15, 2022. These put options expired on their expiration date. Accordingly, Funicular no longer has any exposure to such options.

None.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 19, 2022

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF THE SCHEDULE 13D