CUSIP No. 040221 103
In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons
may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Company, including, without limitation: (a) the acquisition or disposition of shares of Common Stock, including through
derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the
Company; (f) other material changes in the Companys business or corporate structure; (g) changes in the Companys certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Company
by any person; (h) causing any class of the Companys securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. Except as
described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Company, including Mr. van Deventer, in their fiduciary capacities as directors, the Reporting Persons
do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time,
to acquire additional shares of Common Stock, Warrants or other securities of the Company, dispose of some or all of the shares of Common Stock, Warrants or other securities of the Company, in each case in open market or private transactions, block
sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses
(a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding
(either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of shares of Common Stock.
The
Reporting Persons intend to review their investment in the Common Stock and Warrants from time to time on the basis of various factors, including the Companys business, financial condition, results of operations and prospects, general economic
and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
|
(a)-(b)
|
|
As a result of the foregoing transactions, the Reporting Persons currently beneficially own 309,998 shares of the Issuers common stock, which represents less than 5% of the outstanding common stock of the Issuer based on
10,586,661 shares of common stock outstanding as of November 17, 2018, as disclosed in the Companys Quarterly Report on Form
10-Q
for the period ended September 30, 2018, as filed with the
Securities and Exchange Commission on November 19, 2018.
|
|
|
(c)-(e)
|
|
Not applicable.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 4
hereof are incorporated into this Item 6 by reference.
ForArgos B.V., Coöperatieve AAC LS U.A. (COOP), Forbion
Co-Investment
II Coöperatief U.A. (COOP 1.2) and Forbion CF II
Co-Invest
I Coöperatief U.A. (COOP 2.1) are party to shareholders agreement
dated January 27, 2016, pursuant to which the shareholders of ForArgos B.V. have agreed to pool their shareholdings in the Company and make any new investments in the Company through ForArgos B.V.