| (a) | Amount beneficially owned:
This Statement on Schedule 13G relates to shares of Common Stock and pre-funded warrants to purchase shares of Common Stock with an exercise price of $0.0001 per share (the "Warrants") held directly by VGOP and VGOD. VGOP directly owns 4,312,800 shares of Common Stock and Warrants with the right to purchase 1,846,182 shares of Common Stock. VGOD directly owns 2,259,900 shares of Common Stock and Warrants with the right to purchase 1,230,788 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 and any member of a Section 13(d) group) would beneficially own more than 9.99% of the number of shares of the 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 and VGOD due to the Blocker. Under the terms of the Blocker, the Blocker applies to the aggregate number of shares of Common Stock that can be purchased upon exercise of the Warrants held by both VGOP and VGOD, and so has been applied pro rata to the Warrants held directly by each of VGOP and VGOD.
VGI: 8,729,345
VGI provides managerial services to VGOP and VGOD. VGI has the authority to dispose of and vote the shares of Common Stock that VGOP and VGOD directly own or have 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 that VGOP and VGOD directly own or have the right to purchase upon exercise of the Warrants.
VGI beneficially owns 8,729,345 shares of Common Stock consisting of (i) 4,312,800 and 2,259,900 shares of Common Stock directly owned by VGOP and VGOD, respectively, and (ii) 1,293,987 and 862,658 shares of Common Stock beneficially owned by VGOP and VGOD, respectively, which VGOP and VGOD have the right to purchase upon exercise of the Warrants, each subject to the Blocker.
Opportunities Parent: 8,729,345
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 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 that VGOD directly owns or has the right to purchase upon exercise of the Warrants). 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 that VGOP and VGOD directly own or have the right to purchase upon exercise of the Warrants.
Opportunities Parent beneficially owns 8,729,345 shares of Common Stock consisting of (i) 4,312,800 and 2,259,900 shares of Common Stock directly owned by VGOP and VGOD, respectively, and (ii) 1,293,987 and 862,658 shares of Common Stock beneficially owned by VGOP and VGOD, respectively, which VGOP and VGOD have the right to purchase upon exercise of the Warrants, each subject to the Blocker.
Opportunities GP: 5,606,787
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. 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 that VGOP directly owns or has the right to purchase upon exercise of the Warrants.
Opportunities GP beneficially owns 5,606,787 shares of Common Stock consisting of 4,312,800 shares of Common Stock directly owned by VGOP and 1,293,987 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: 5,606,787
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 5,606,787 shares of Common Stock consisting of 4,312,800 shares of Common Stock directly owned by VGOP and 1,293,987 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: 5,606,787
VGOP has the authority to dispose of and vote the 4,312,800 shares of Common Stock that it owns and the 1,293,987 shares of Common Stock it 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.
VGOD GP: 3,122,558
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 or has the right to purchase upon exercise of the Warrants. In addition, VGOD GP is the general partner of each of Viking Global Opportunities Drawdown (Internal) LP, 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 or has the right to purchase upon exercise of the Warrants.
VGOD GP beneficially owns 3,122,558 shares of Common Stock consisting of 2,259,900 shares of Common Stock directly owned by VGOD and 862,658 shares of Common Stock beneficially owned by VGOD, which VGOD has the right to purchase upon exercise of the Warrants, subject to the Blocker.
VGOD Portfolio GP: 3,122,558
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 or has the right to purchase upon exercise of the Warrants. 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 or has the right to purchase upon exercise of the Warrants.
VGOD Portfolio GP beneficially owns 3,122,558 shares of Common Stock consisting of 2,259,900 shares of Common Stock directly owned by VGOD and 862,658 shares of Common Stock beneficially owned by VGOD, which VGOD has the right to purchase upon exercise of the Warrants, subject to the Blocker.
VGOD: 3,122,558
VGOD has the authority to dispose of and vote the 2,259,900 shares of Common Stock that it directly owns and the 862,658 shares of Common Stock it has the right to purchase upon exercise of the Warrants directly owned by it, subject to the Blocker, which power may be exercised by 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 (Internal) LP (a Delaware limited partnership), through its investment in Viking Global Opportunities Drawdown (Onshore) LP (a Delaware limited partnership), invest substantially all of their assets in VGOD.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 8,729,345
Mr. Halvorsen, Mr. Ott 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. None of Mr. Halvorsen, Mr. Ott and 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 that VGOP and VGOD directly own or have the right to purchase upon exercise of the Warrants.
Each of Mr. Halvorsen, Mr. Ott and Ms. Shabet beneficially owns 8,729,345 shares of Common Stock consisting of (i) 4,312,800 and 2,259,900 shares of Common Stock directly owned by VGOP and VGOD, respectively, and (ii) 1,293,987 and 862,658 shares of Common Stock beneficially owned by VGOP and VGOD, respectively, which VGOP and VGOD have the right to purchase upon exercise of the Warrants, each subject to the Blocker. |
