If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS MEMORY SPV I, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
1,424,014 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
1,424,014 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,424,014 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 1,424,014 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS MEMORY SPV II, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
385,248 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
385,248 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,248 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 385,248 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV II, LP (“Bios
Memory II”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND I, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
418,926 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
418,926 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,926 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 418,926 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund I, LP (“Bios Fund I”)
as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND I QP, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
245,029 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
245,029 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,029 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 245,029 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund I QP, LP (“Bios
Fund I QP”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND II, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
78,298 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
78,298 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,298 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 78,298 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios
Fund II”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND II QP, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
255,765 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
255,765 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,765 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 255,765 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund II QP, LP (“Bios
Fund II QP”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND II NT, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
34,238 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
34,238 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,238 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 34,238 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund II NT, LP (“Bios
Fund II NT”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND III, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
309,748 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
309,748 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,748 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 309,748 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund III, LP (“Bios
Fund III”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND III QP, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
2,021,906 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
2,021,906 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,021,906 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 2,021,906 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund III QP, LP (“Bios
Fund III QP”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND III NT, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
326,733 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
326,733 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,733 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of 326,733 outstanding shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund III NT, LP (“Bios
Fund III NT”) as of the date hereof.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BP DIRECTORS, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
572 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
572 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of options to purchase 572 Shares
of common stock of the Issuer, par value $0.001 per share (“Shares”), granted in consideration for Dr. Aaron Fletcher’s
services as a director of the Issuer, which are exercisable or will be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”). Pursuant to an agreement with BP Directors, LP (“Bios Directors”), Dr. Fletcher
has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer (including
the Bios Directors Options) merely as a nominee for Bios Directors.
(2) Based on 23,971,614 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS EQUITY PARTNERS, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
1,049,775 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
1,049,775 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,775 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of (i) 418,926 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund I, LP (“Bios
Fund I”), (ii) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (iii) 385,248 Shares
directly held by Bios Memory SPV II, LP (“Bios Memory II”), in each case, as of the date hereof, and (iv) options
to purchase 572 Shares granted in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable
or will be immediately exercisable within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held
by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the general partner
of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors. In its capacity as the general partner of these entities,
Bios Equity I may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by
these entities.
(2) Based on 23,971,614 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS EQUITY PARTNERS II, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
368,301 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
368,301 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,301 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of (i) 78,298 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios
Fund II”), (ii) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”)
and (iii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), in each case,
as of the date hereof. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II,
Bios Fund II QP and Bios Fund II NT. In its capacity as the general partner of these entities, Bios Equity II may be deemed
to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS EQUITY PARTNERS III, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
2,658,387 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
2,658,387 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,658,387 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of (i) 309,748 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund III, LP (“Bios
Fund III”), (ii) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”)
and (iii) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), in each case, as
of the date hereof. Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III,
Bios Fund III QP and Bios Fund III NT. In its capacity as the general partner of these entities, Bios Equity III may be
deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
(2) Based on 23,971,042 Shares outstanding
as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
CAVU MANAGEMENT, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
5,500,477 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
5,500,477 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of (i) 1,424,014 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding Shares directly held by Bios Fund II,
LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II
QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), (viii) 309,748
outstanding Shares, directly held by Bios Fund III, LP (“Bios Fund III”), (ix) 2,021,906 outstanding Shares
directly held by Bios Fund III QP, LP (“Bios Fund III QP”), (x) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date hereof, and (xi) options to purchase 572 Shares granted
in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable
within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios
Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I
QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I Entities”). Bios Equity Partners II,
LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively
the “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively the “Bios Equity III Entities”).
Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II, Bios Equity III
and Bios Memory I. In its capacity as a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios
Memory I, Cavu Management may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly
held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS CAPITAL MANAGEMENT, LP |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
5,500,477 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
5,500,477 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
(1) Consists of (i) 1,424,014 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding Shares directly held by Bios Fund II,
LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II
QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), (viii) 309,748
outstanding Shares, directly held by Bios Fund III, LP (“Bios Fund III”), (ix) 2,021,906 outstanding Shares
directly held by Bios Fund III QP, LP (“Bios Fund III QP”), (x) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date hereof, and (xi) options to purchase 572 Shares granted
in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable
within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios
Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I
QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I Entities”). Bios Equity Partners II,
LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively
the “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively the “Bios Equity III Entities”).
Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II, Bios Equity III
and Bios Memory I. In its capacity as a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios
Memory I, Bios Management may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly
held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
CAVU ADVISORS, LLC |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
5,500,477 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
5,500,477 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) Consists of (i) 1,424,014 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding Shares directly held by Bios Fund II,
LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II
QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), (viii) 309,748
outstanding Shares, directly held by Bios Fund III, LP (“Bios Fund III”), (ix) 2,021,906 outstanding Shares
directly held by Bios Fund III QP, LP (“Bios Fund III QP”), (x) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date hereof, and (xi) options to purchase 572 Shares granted
in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable
within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios
Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I
QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I Entities”). Bios Equity Partners II,
LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively
the “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively the “Bios Equity III Entities”).
Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II, Bios Equity III
and Bios Memory I. Cavu Advisors, LLC (“Cavu Advisors”) is the general partner of Cavu Management, and therefore may
be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS ADVISORS GP, LLC |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
5,500,477 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
5,500,477 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) Consists of (i) 1,424,014 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding Shares directly held by Bios Fund II,
LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II
QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), (viii) 309,748
outstanding Shares, directly held by Bios Fund III, LP (“Bios Fund III”), (ix) 2,021,906 outstanding Shares
directly held by Bios Fund III QP, LP (“Bios Fund III QP”), (x) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date hereof, and (xi) options to purchase 572 Shares granted
in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable
within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios
Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I
QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I Entities”). Bios Equity Partners II,
LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively
the “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively the “Bios Equity III Entities”).
Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II, Bios Equity III
and Bios Memory I. Bios Advisors GP, LLC (“Bios Advisors”) is the general partner of Bios Management, and therefore,
may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based on 23,971,042 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
LESLIE WAYNE KREIS, JR. |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
5,500,477 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
5,500,477 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) Consists of (i) 1,424,014 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding Shares directly held by Bios Fund II,
LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II
QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), (viii) 309,748
outstanding Shares, directly held by Bios Fund III, LP (“Bios Fund III”), (ix) 2,021,906 outstanding Shares
directly held by Bios Fund III QP, LP (“Bios Fund III QP”), (x) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date hereof, and (xi) options to purchase 572 Shares granted
in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable
within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios
Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I
QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I Entities”). Bios Equity Partners II,
LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively
the “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively the “Bios Equity III Entities”).
Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II, Bios Equity III
and Bios Memory I. Cavu Advisors, LLC (“Cavu Advisors”), an entity controlled by Mr. Kreis, is the general partner
of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with
respect to Shares directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III
Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which
consists of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
AARON GLENN LOUIS FLETCHER |
2 |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
5,514,396 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
5,514,396 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,514,396 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0% (2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) Consists of (i) 1,424,014 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Memory SPV I, LP (“Bios
Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding Shares directly held by Bios Fund II,
LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II
QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”), (viii) 309,748
outstanding Shares, directly held by Bios Fund III, LP (“Bios Fund III”), (ix) 2,021,906 outstanding Shares
directly held by Bios Fund III QP, LP (“Bios Fund III QP”), (x) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date hereof, (xi) options to purchase 572 Shares, granted
in consideration for Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable
within 60 days of the date hereof (the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios
Directors”), and (xii) options to purchase 13,919 additional Shares, also granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will be immediately exercisable within 60 days of the date hereof
(the “Fletcher Options”) and held by Dr. Fletcher directly. Bios Equity Partners, LP (“Bios Equity I”)
is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively the “Bios
Equity I Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II,
Bios Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios Equity Partners III,
LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT
(collectively the “Bios Equity III Entities”). Bios Capital Management, LP (“Bios Management”) is a general
partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. Bios Advisors GP, LLC (“Bios Advisors”),
an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher
may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based on 23,985,533 Shares, which consists
of (i) 23,971,042 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 14, 2022, (ii) 572 Shares issuable upon the exercise of the
Bios Directors Options, and (iii) 13,919 Shares issuable upon the exercise of the Fletcher Options.
Explanatory Note
This amendment (this “Amendment No. 2”)
hereby amends the Schedule 13D originally filed by certain Reporting Persons (as defined below) on October 25, 2021 (the “Original
Statement”), as amended by that certain Amendment No. 1 filed with the Securities and Exchange Commission on February 1,
2022 (“Amendment No. 1”, and, together with the Original Statement, the Prior Statements). The securities to which the
Schedule 13D relates are the shares of common stock, par value $0.001 per share (“Shares”), of Cognition Therapeutics, Inc.,
a Delaware corporation (the “Issuer”). The purpose of this Amendment No. 2 is to report a greater than 1% increase in
the percentage of shares beneficially owned by the Reporting Persons. Except as otherwise provided herein, each Item of the Prior Statements
remains unchanged. Capitalized terms used herein but not defined in this Amendment No. 2 shall have the meanings ascribed to such
terms in the Prior Statements.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Between November 15, 2022 and November 28,
2022, certain of the Reporting Persons executed the following open market purchases of the Issuer’s Common Stock:
| (i) | On November 15, 2022, Bios Fund III QP purchased 1,141,030 shares of Common Stock of the Issuer at
a purchase price of $1.20 per share, for an aggregate purchase price of approximately $1,369,236. Bios Fund III QP used working capital
in connection with this transaction. |
| (ii) | On November 15, 2022, Bios Fund III NT purchased 184,270 shares of Common Stock of the Issuer at
a purchase price of $1.20 per share, for an aggregate purchase price of approximately $221,124. Bios Fund III NT used working capital
in connection with this transaction. |
| (iii) | On November 15, 2022, Bios Fund III purchased 174,700 shares of Common Stock of the Issuer at a purchase
price of $1.20 per share, for an aggregate purchase price of approximately $209,640. Bios Fund III used working capital in connection
with this transaction. |
| (iv) | On November 16, 2022, Bios Fund III QP purchased 54,009 shares of Common Stock of the Issuer in multiple
transactions at prices ranging from $1.23 to $1.54. The weighted average price per share was $1.40 and the aggregate purchase price was
approximately $75,612.60. Bios Fund III QP used working capital in connection with this transaction. |
| (v) | On November 16, 2022, Bios Fund III NT purchased 8,722 shares of Common Stock of the Issuer in multiple
transactions at prices ranging from $1.23 to $1.54. The weighted average price per share was $1.40 and the aggregate purchase price was
approximately $12,210.80. Bios Fund III NT used working capital in connection with this transaction. |
| (vi) | On November 16, 2022, Bios Fund III purchased 8,269 shares of Common Stock of the Issuer in multiple
transactions at prices ranging from $1.23 to $1.54. The weighted average price per share was $1.40 and the aggregate purchase price was
approximately $11,576.60. Bios Fund III used working capital in connection with this transaction. |
| (vii) | On November 28, 2022, Bios Fund III QP purchased 12,220 shares of Common Stock of the Issuer in multiple
transactions at prices ranging from $2.64 to $2.65. The weighted average price per share was $2.6497 and the aggregate purchase price
was approximately $32,379.33. Bios Fund III QP used working capital in connection with this transaction. |
| (viii) | On November 28, 2022, Bios Fund III NT purchased 1,973 shares of Common Stock of the Issuer in multiple
transactions at prices ranging from $2.64 to $2.65. The weighted average price per share was $2.6497 and the aggregate purchase price
was approximately $5,227.86. Bios Fund III NT used working capital in connection with this transaction. |
| (ix) | On November 28, 2022, Bios Fund III purchased 1,871 shares of Common Stock of the Issuer in multiple
transactions at prices ranging from $2.64 to $2.65. The weighted average price per share was $2.6497 and the aggregate purchase price
was approximately $4,957.59. Bios Fund III used working capital in connection with this transaction. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
The information contained on the cover page of
this Schedule 13D is incorporated herein by reference.
Based on 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on Form 10 Q filed with the Securities and Exchange Commission on November 14,
2022.
Bios Equity I, as the general partner of
the Bios Equity I Entities, may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly
held by the Bios Equity I Entities.
Bios Equity II, as the general partner of
the Bios Equity II Entities, may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly
held by the Bios Equity II Entities.
Bios Equity III, as the general partner of
the Bios Equity III Entities, may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly
held by the Bios Equity III Entities.
Bios Equity I is the general partner of the
Bios Equity I Entities, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III
is the general partner of the Bios Equity III Entities. Cavu Management, as a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I, may be deemed to have shared voting and/or dispositive power with respect to Shares directly
or indirectly held by the Bios Equity I Entities, Bios Equity II Entities, Bios Equity III Entities and Bios Memory I.
Bios Equity I is the general partner of the
Bios Equity I Entities, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III
is the general partner of the Bios Equity III Entities. Bios Management, as a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I, may be deemed to have shared voting and/or dispositive power with respect to Shares directly
or indirectly held by the Bios Equity I Entities, Bios Equity II Entities, Bios Equity III Entities and Bios Memory I.
Bios Equity I is the general partner of the
Bios Equity I Entities, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III
is the general partner of the Bios Equity III Entities. Cavu Management is a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I. In its capacity as the general partner of Cavu Management, Cavu Advisors may be deemed to
have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I Entities, Bios
Equity II Entities, Bios Equity III Entities and Bios Memory I.
Bios Equity I is the general partner of the
Bios Equity I Entities, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III
is the general partner of the Bios Equity III Entities. Bios Management is a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I. In its capacity as the general partner of Bios Management, Bios Advisors may be deemed to
have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I Entities, Bios
Equity II Entities, Bios Equity III Entities and Bios Memory I.
Bios Equity I is the general partner of the
Bios Equity I Entities, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III
is the general partner of the Bios Equity III Entities. Cavu Management is a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I, and Cavu Advisors is the general partner of Cavu Management. As the manager of Cavu Advisors,
Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the
Bios Equity I Entities, Bios Equity II Entities, Bios Equity III Entities and Bios Memory I.
Bios Equity I is the general partner of the
Bios Equity I Entities, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III
is the general partner of the Bios Equity III Entities. Bios Management is a general partner of Bios Equity I, Bios Equity II
Bios Equity III and Bios Memory I, and Bios Advisors is the general partner of Bios Management. As the manager of Bios Advisors,
Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the
Bios Equity I Entities, Bios Equity II Entities, Bios Equity III Entities and Bios Memory I.
Based on 23,985,533 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 17, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 17, 2021, (ii) 572 Shares issuable upon the exercise of the
Bios Directors Options, and (iii) 13,919 Shares issuable upon the exercise of additional options granted in consideration for
Dr. Fletcher’s services as a director of the Issuer, which are exercisable or will be immediately exercisable within 60 days
of the date hereof (the “Fletcher Options”). The Fletcher Options are held by Dr. Fletcher directly and not subject to
the Nominee Agreement.
| (c) | Except as otherwise disclosed in Item 3 above, none of the Reporting Persons, nor, to the best of
the Reporting Persons’ knowledge, any of their respective executive officers or directors, as applicable, has acquired or disposed
of, any securities of the Issuer during the 60 days prior to the date hereof. |
SIGNATURES
After reasonable inquiry and to the best of his
or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: December 5, 2022
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BIOS MEMORY SPV I, LP |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS MEMORY SPV II, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr. |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher |
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Manager |
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BIOS FUND I, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr. |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher |
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Manager |
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BIOS FUND I QP, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND II, LP |
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By: |
Bios Equity Partners II, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr. |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher |
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Manager |
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BIOS FUND II QP, LP |
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By: |
Bios Equity Partners II, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND II NT, LP |
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By: |
Bios Equity Partners II, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND III, LP |
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By: |
Bios Equity Partners III, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND III QP, LP |
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By: |
Bios Equity Partners III, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND III NT, LP |
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By: |
Bios Equity Partners III, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BP Directors, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS EQUITY PARTNERS, LP |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS
EQUITY PARTNERS II, LP |
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By: |
Cavu
Management, LP, |
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its
general partner |
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By: |
Cavu
Advisors, LLC, |
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its
general partner |
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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Leslie
Wayne Kreis, Jr., |
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Manager |
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By: |
Bios
Capital Management, LP, |
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its
general partner |
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By: |
Bios
Advisors GP, LLC, |
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its
general partner |
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By: |
/s/
Aaron Glenn Louis Fletcher |
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Aaron
Glenn Louis Fletcher, |
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Manager |
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BIOS
EQUITY PARTNERS III, LP |
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By: |
Cavu
Management, LP, |
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its
general partner |
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By: |
Cavu
Advisors, LLC, |
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its
general partner |
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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Leslie
Wayne Kreis, Jr., |
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Manager |
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By: |
Bios
Capital Management, LP, |
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its
general partner |
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By: |
Bios
Advisors GP, LLC, |
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its
general partner |
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By: |
/s/
Aaron Glenn Louis Fletcher |
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Aaron
Glenn Louis Fletcher, |
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Manager |
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CAVU
MANAGEMENT, LP |
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By: |
Cavu
Advisors, LLC, |
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its
general partner |
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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Leslie
Wayne Kreis, Jr., |
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Manager |
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BIOS CAPITAL MANAGEMENT, LP |
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By: |
Bios Advisors GP, LLC |
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its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher |
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Manager |
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CAVU ADVISORS, LLC |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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BIOS ADVISORS GP, LLC |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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/s/ Leslie Wayne Kreis, Jr. |
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LESLIE WAYNE KREIS, JR., in his individual capacity |
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/s/ Aaron Glenn Louis Fletcher |
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AARON GLENN LOUIS FLETCHER, in his individual capacity |