| (a) | Amount beneficially owned:
This Statement on Schedule 13G relates to shares of Common Stock held directly by VGOP, KAVRA 104 and VGOD, and warrants to purchase shares of Common Stock with an exercise price of $0.0001 per share (the "Warrants") held directly by VGOP. VGOP directly owns 1,267,823 shares of Common Stock and Warrants with the right to purchase 259,692 shares of Common Stock. KAVRA 104 directly owns 67,018 shares of Common Stock. VGOD directly owns 102,864 shares of Common Stock. However, the terms of the Warrants provide that no holder of Warrants shall have the right to exercise any portion of the Warrants to the extent that, after giving effect to such issuance after exercise, such holder of Warrants (together with its affiliates, any "group" or any other persons whose beneficial ownership could be aggregated with the holders) would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately following exercise (the "Blocker"). Any holder of Warrants, upon notice to the Issuer, may increase or decrease the Blocker, subject to a maximum of 19.99%, but any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer. Accordingly, the amount of shares of Common Stock reported as beneficially owned by the Reporting Persons set forth herein excludes shares of Common Stock that the Reporting Persons do not currently have the right to purchase upon exercise of the Warrants held directly by VGOP due to the Blocker.
VGI: 1,461,633
VGI provides managerial services to VGOP, KAVRA 104 and VGOD. VGI has the authority to dispose of and vote the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants. VGI does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
VGI beneficially owns 1,461,633 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104, (iii) 102,864 shares of Common Stock directly owned by VGOD and (iv) 23,928 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
Opportunities Parent: 1,461,633
Opportunities Parent is the sole member of Opportunities GP, which has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP (which consists of the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants), and KAVRA 104, and is the sole member of VGOD GP, which has the authority to dispose of and vote the shares of Common Stock controlled by VGOD Portfolio GP (which consists of the shares of Common Stock directly held by VGOD). Opportunities Parent does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, Opportunities Parent may be deemed to beneficially own the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
Opportunities Parent beneficially owns 1,461,633 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104, (iii) 102,864 shares of Common Stock directly owned by VGOD and (iv) 23,928 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
Opportunities GP: 1,358,769
Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants. In addition, Opportunities GP is the general partner of each of Viking Global Opportunities Intermediate LP, Viking Global Opportunities III LP, and Viking Global Opportunities LP. The membership interests of KAVRA 104 are held by Viking Global Opportunities Intermediate LP and Viking Global Opportunities LP. Accordingly, Opportunities GP has the authority to dispose of and vote the shares of Common Stock directly held by KAVRA 104. Opportunities GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP and KAVRA 104 and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
Opportunities GP beneficially owns 1,358,769 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104 and (iii) 23,928 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
Opportunities Portfolio GP: 1,291,751
Opportunities Portfolio GP serves as the general partner of VGOP and has the authority to dispose of and vote the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants. Opportunities Portfolio GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants.
Opportunities Portfolio GP beneficially owns 1,291,751 shares of Common Stock consisting of 1,267,823 shares of Common Stock directly owned by VGOP and 23,928 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
VGOP: 1,291,751
VGOP has the authority to dispose of and vote the shares of Common Stock that it directly owns or has the right to purchase upon exercise of the Warrants directly owned by it, subject to the Blocker, which power may be exercised by its general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOP.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOP.
KAVRA 104: 67,018
KAVRA 104 has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by Opportunities GP and its sole member, Opportunities Parent, and by VGI, an affiliate of Opportunities GP, which provides managerial services to KAVRA 104. The membership interests of KAVRA 104 are held by Viking Global Opportunities Intermediate LP and Viking Global Opportunities LP. Opportunities GP is the general partner of each of Viking Global Opportunities LP and Viking Global Opportunities Intermediate LP.
VGOD GP: 102,864
VGOD GP serves as the sole member of VGOD Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by VGOD Portfolio GP, which consists of the shares of Common Stock that VGOD directly owns. In addition, VGOD GP is the general partner of each of Viking Global Opportunities Drawdown (Onshore) LP and Viking Global Opportunities Drawdown (Offshore) LP. VGOD GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, VGOD GP may be deemed to beneficially own the shares of Common Stock that VGOD directly owns.
VGOD GP beneficially owns 102,864 shares of Common Stock consisting of 102,864 shares of Common Stock directly owned by VGOD.
VGOD Portfolio GP: 102,864
VGOD Portfolio GP serves as the general partner of VGOD and has the authority to dispose of and vote the shares of Common Stock that VGOD directly owns. VGOD Portfolio GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, VGOD Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOD directly owns.
VGOD Portfolio GP beneficially owns 102,864 shares of Common Stock consisting of 102,864 shares of Common Stock directly owned by VGOD.
VGOD: 102,864
VGOD has the authority to dispose of and vote the 102,864 shares of Common Stock that it directly owns, which power may be exercised by its general partner, VGOD Portfolio GP, and by VGI, an affiliate of VGOD Portfolio GP, which provides managerial services to VGOD.
Viking Global Opportunities Drawdown (Offshore) LP (a Cayman Islands exempted limited partnership) and Viking Global Opportunities Drawdown (Onshore) LP (a Delaware limited partnership) invest substantially all of their assets in VGOD.
O. Andreas Halvorsen and Rose S. Shabet: 1,461,633
Mr. Halvorsen and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC (general partner of VGI) and Opportunities Parent, have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI and Opportunities Parent. Neither Mr. Halvorsen nor Ms. Shabet directly owns any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, each may be deemed to beneficially own the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
Mr. Halvorsen and Ms. Shabet each beneficially own 1,461,633 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104, (iii) 102,864 shares of Common Stock directly owned by VGOD and (iv) 23,928 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker. |
