Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals
that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or
change its purpose and/or develop such plans and may seek to influence management or the board of directors of the Company with respect to the business and affairs of the Company and may from time to time consider pursuing or proposing such matters
with advisors, the Company or other persons.
The Reporting Person owns 7.4% of the Company in the aggregate, based upon the Companys aggregate
outstanding shares as of September 11, 2023. The Reporting Persons securities consist of 1,090,283 shares of Common Stock.
OpCo Private
Placements
In July 2019, the Reporting Person acquired an aggregate of 1,000,000 shares of OpCo Series Seed Preferred Stock at a price of $1.00 per
share. In May 2023, in connection with the execution of the Merger Agreement, the Reporting Person agreed to acquire an aggregate of 4,000,000 shares of OpCo common stock at a price of $5.09 per share, which such shares were acquired immediately
prior to the consummation of the Merger.
Merger
Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each share of OpCo Preferred Stock was converted into a
share of OpCo common stock. At the effective time of the Merger, each outstanding share of OpCo common stock was exchanged for shares of Common Stock at an exchange ratio of approximately 0.2181 shares of Common Stock for each share of OpCo common
stock. Accordingly, the Reporting Person received an aggregate of 1,090,283 shares of Common Stock in connection with the Merger.
Registration Rights
Agreement
On September 11, 2023, the Company, OpCo and the certain former holders of OpCo common stock and OpCo
pre-funded warrants, including the Reporting Person (the OpCo Investors), entered into a registration rights agreement (the Registration Rights Agreement), pursuant to
which, among other things, the Company agreed to provide for the registration and resale of certain shares of Common Stock that are held by the OpCo Investors from time to time. The foregoing description of the Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Lock-up Agreements
In connection with the Merger, certain of OpCos executive officers, directors and stockholders, including the Reporting Person, entered into lock-up agreements (the Lock-up Agreements), pursuant to which such parties have agreed not to, except in limited circumstances, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock, currently or thereafter owned, until 180 days after September 11, 2023. The foregoing description of the Lock-up Agreements
does not purport to be complete and is qualified in its entirety by the full text of the Lock-up Agreements, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 5. |
Interest in Securities of the Company |
The percentages used in this Schedule 13D are calculated based upon 14,817,700 shares of Common Stock outstanding as of September 11, 2023. The Reporting
Persons securities consist of 1,090,283 shares of Common Stock.
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company.
|
None.