| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STSA | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -5.91M | -100% | 0 | Jun 8, 2023 | See Footnotes | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STSA | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -10K | -100% | $0.00* | 0 | Jun 8, 2023 | Common Stock | 10K | $26.99 | See Footnotes | F2, F4, F5, F6 |
| transaction | STSA | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -20K | -100% | $0.00* | 0 | Jun 8, 2023 | Common Stock | 20K | $4.60 | See Footnotes | F2, F4, F5, F6 |
| transaction | STSA | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -30K | -100% | $0.00* | 0 | Jun 8, 2023 | Common Stock | 30K | $3.46 | See Footnotes | F2, F4, F5, F6 |
Ra Capital Management, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed of to SNBL23 Merger Sub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated April 16, 2023, by and between the Issuer, Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation ("Parent"), and Merger Sub (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Issuer's common stock at a purchase price of $0.91 per share and one non-transferable contractual contingent value right (the "Offer Price"). |
| F2 | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| F3 | Held directly by the Fund. |
| F4 | Pursuant to the Merger Agreement, each vested option to purchase shares of common stock, par value $0.0001 per share (the "Shares") of the Issuer with an exercise price that is less than $0.91 that is outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") will terminate and be cancelled immediately prior to the Effective Time and converted into the right to receive (a) one non-transferable contractual contingent value right and (b) a lump sum cash payment equal in amount to (i) the number of vested Shares underlying such vested option as of immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of $0.91 over the exercise price per Share underlying such vested option, less any required withholding taxes. |
| F5 | Pursuant to the Merger Agreement, each option that was not a vested option to purchase Shares of the Issuer with an exercise price that is less than $0.91 and was outstanding immediately prior to the Effective Time was terminated and canceled immediately prior to the Effective Time for no consideration. |
| F6 | Under Mr. Shah's arrangement with the Adviser, Mr. Shah holds the options for the benefit of the Fund. Mr. Shah is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and restricted stock units, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and respective underlying common stock except to the extent of their pecuniary interest. |
Mr. Shah, a Managing Partner of the Adviser, serves on the Issuer's board of directors.