| (a) | This Amendment No. 16 is being filed jointly by EW Healthcare Partners L.P., a Delaware limited partnership ("EWHP"), EW Healthcare Partners-A L.P., a Delaware limited partnership ("EWHP-A"), Essex Woodlands Fund IX-GP, L.P., a Delaware limited partnership ("Essex IX Fund GP"), and Essex Woodlands IX, LLC, a Delaware limited liability company ("Essex IX General Partner" and, collectively with EWHP, EWHP-A and Essex IX Fund GP, the "Reporting Persons"). The managers of the Reporting Persons are Martin P. Sutter, R. Scott Barry, Ronald Eastman, Petri Vainio and Steve Wiggins (collectively, the "Managers"). The Managers may exercise voting and investment control over the shares of Common Stock only by majority action of the Managers. Each individual Manager disclaims beneficial ownership over the shares of Common Stock except to the extent of his respective pecuniary interest therein. |
| | On March 16, 2026, EWHP (together with certain of its affiliates, the "EW Selling Securityholders"), and Madryn Asset Management, LP (together with certain of its affiliates, "Madryn") reached an agreement with respect to Madryn's purchase of (i) all of the shares of preferred stock of the Issuer held by the EW Selling Securityholders and (ii) all of the convertible debt of the Issuer held by the EW Selling Securityholders, as documented in that certain Non-Binding Summary of Terms (the "Term Sheet"), dated as of March 17, 2026, between the EW Selling Securityholders and Madryn. Pursuant to the Term Sheet, Madryn would acquire (i) all shares of the Issuer's Junior Preferred Stock (as defined in Item 5) held by the EW Selling Securityholders, (ii) all shares of the Senior Preferred Stock (as defined in Item 5) held by the EW Selling Securityholders, and (iii) those certain Notes (as defined in Item 5) originally issued by the Issuer to the EW Selling Securityholders on January 18, 2024, for an aggregate purchase price of $2,600,000 (the "Purchase Price"). The Purchase Price would be payable by Madryn to the EW Selling Securityholders in four cash installments of $650,000, with each installment payable 18, 24, 30 and 36 months after the closing date of the transaction, respectively. The foregoing does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet filed as an exhibit hereto and incorporated by reference herein.
Except as described in this Amendment No. 16, none of the Reporting Persons has any present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, the Reporting Persons will continue to review the business of the Issuer and, depending upon one or more of the factors referred to above, may in the future propose that the Issuer take one or more such actions. |
| (a) | The information set forth in Rows 7 through 13 of the cover page hereto for each Reporting Person is incorporated herein by reference for each such Reporting Person. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 1,859,123 shares of the Issuer's Common Stock outstanding as of November 7, 2025, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 13, 2025.
As of the date of filing of this Amendment No. 16, the Reporting Persons are the beneficial owners of (i) 99,021 shares of the Issuer's Common Stock (95,190 shares held by EWHP and 3,831 shares held by EWHP-A), (ii) 90,913 shares of the Issuer's Common Stock (87,397 shares held by EWHP and 3,516 shares held by EWHP-A), issuable upon conversion of 1,500,000 shares of Voting Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (1,441,983 shares held by EWHP and 58,017 shares held by EWHP-A), acquired in November 2022 (the "Junior Preferred Stock"), (iii) 99,127 shares of the Issuer's Common Stock (95,292 shares held by EWHP and 3,835 shares held by EWHP-A), issuable upon conversion of the Senior Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Senior Preferred Stock"), which are convertible within 60 days of the date hereof (for the avoidance of doubt, these shares are subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market as noted below), (iv) stock options issued to R. Scott Barry as a director of the Issuer for the benefit of the Reporting Persons to purchase 1,016 shares of the Issuer's Common Stock (977 shares held for the benefit of EWHP and 39 shares held for the benefit of EWHP-A), which will be exercisable within 60 days of the date hereof, and (v) 189,756 shares of Common Stock issuable upon conversion of secured subordinated convertible notes ("Notes") (182,418 shares held by EWHP and 7,338 shares held by EWHP-A), which are convertible within 60 days of the date hereof, and which amount is inclusive of 44,417 shares of Common Stock issuable to pay accrued interest on the Notes (calculated through December 31, 2025) and payable as of the date of filing of this Amendment No. 16 (42,700 shares held by EWHP and 1,717 shares held by EWHP-A).
The shares of the Issuer's Common Stock shown to be beneficially owned as of the date of this filing exclude (a) 271,954 shares of the Issuer's Common Stock issuable upon conversion of 1,121,789 shares of Senior Preferred Stock held by EWHP and (b) 10,941 shares of the Issuer's Common Stock issuable upon conversion of 45,127 shares of Senior Preferred Stock held by EWHP-A, as such conversions cannot occur within 60 days after the date hereof due to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. The number of shares listed in Row 9, Row 10 and Row 11 for each Reporting Person includes the shares of Common Stock held by the Reporting Person, shares of Common Stock issuable upon conversion of shares of Junior Preferred Stock held by the Reporting Person, shares of Common Stock issuable upon conversion of shares of Senior Preferred Stock held by the Reporting Person within 60 days of the date hereof (subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market), shares of Common Stock issuable upon the exercise of the Warrants held by the Reporting Person, shares of Common Stock issuable upon exercise of the stock options held by the Reporting Person, and shares of Common Stock issuable upon the conversion of the Notes held by the Reporting Person.
Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated including 1,859,123 shares of the Issuer's Common Stock outstanding as of November 7, 2025, plus 90,913 additional shares of the Issuer's Common Stock, which are issuable upon conversion of the Junior Preferred Stock held by the Reporting Persons (87,397 shares held by EWHP and 3,516 shares held by EWHP-A), plus 99,127 additional shares of the Issuer's Common Stock (95,292 shares held by EWHP and 3,835 shares held by EWHP-A), which are issuable upon conversion of the Senior Preferred Stock held by the Reporting Persons within 60 days of the date hereof (for the avoidance of doubt, these shares are subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market described in above), plus 1,016 additional shares of the Issuer's Common Stock which are issuable upon exercise of the options issued to R. Scott Barry as a director of the Issuer for benefit of the Reporting Persons (977 shares held for the benefit of EWHP and 39 shares held for the benefit of EWHP-A) and exercisable within the next 60 days of the date hereof, plus 189,756 shares of Common Stock issuable upon conversion of the Notes (182,418 shares held by EWHP and 7,338 shares held by EWHP-A), which are convertible within 60 days of the date hereof, and which amount is inclusive of 44,417 shares of Common Stock issuable to pay accrued interest on the Notes (calculated through December 31, 2025) and payable as of the date of filing of this Amendment No. 16 (42,700 shares held by EWHP and 1,717 shares held by EWHP-A).
All amounts are treated as converted into Common Stock only for the purpose of computing the percentage ownership of each Reporting Person. |
