Item 3 |
Source and Amount of Funds or Other Consideration |
In three closings in October 2021, October 2022 and February 2023, AI Upstream acquired an aggregate of 3,000,000 shares of Series A redeemable
convertible preferred stock of the Issuer, par value $0.001 per share (the Series A preferred stock), at a per share price of $10.00 in cash. In two closings in June 2023 and April 2024, AI Upstream acquired a cumulative total of
1,117,646 shares of Series B redeemable convertible preferred stock of the Issuer, par value $0.001 per share (the Series B preferred stock), at a per share price of $17.00 in cash. AI Upstream funded these purchases using capital
contributed from affiliated entities, which funded that capital using cash on hand.
On October 15, 2024, the Issuer effected a 1-for-1.049 forward stock split of its capital stock (the Forward Stock Split). Following the Forward Stock Split, AI Upstream held 3,147,000 shares of Series A
preferred stock and 1,172,410 shares of Series B preferred stock.
Upon the completion of the Issuers initial public offering on
October 15, 2024, each outstanding share of Series A preferred stock and Series B preferred stock automatically converted into one share of Common Stock for no consideration.
On October 15, 2024, AI Upstream purchased 1,175,000 shares of Common Stock in the Issuers initial public offering at the public
offering price of $17.00 per share. AI Upstream funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.
Item 4 |
Purpose of Transaction |
The Reporting Persons who hold Common Stock directly acquired those securities as an investment in the regular course of their businesses. The
Reporting Persons may engage in discussions with management, the Issuers board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future
plans of the Issuer. Liam Ratcliffe, M.D., Ph.D., the Head of Biotechnology at Access Industries, Inc., which is an affiliate of AI Upstream, currently serves on the Issuers board of directors. Subject to the terms of the Investors
Rights Agreement (as defined below), the Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity
requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Stock in the open market, block trades, negotiated transactions, or otherwise and may also
dispose of all or a portion of the Issuers securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuers securities, in each case,
subject to limitations under applicable law. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons future actions with regard to the Issuer are dependent on
their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to
determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
Item 5 |
Interest in Securities of the Issuer |
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D
that relate to the aggregate number of shares and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the
number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but
not limited to footnotes to such information) are incorporated herein by reference.