NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 13d-7(b) 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 the 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 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.: 58406B103
1.
|
NAME
OF REPORTING PERSON
|
|
Redmile
Group, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
OO
(1)
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
12,029,652 (2)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
12,029,652 (2)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12,029,652 (2)
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
37.6% (3)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
IA, OO
|
(1) On November 17, 2020, MedAvail
Holdings, Inc. (f/k/a MYOS RENS Technology Inc.) (the “Issuer”) completed a business combination pursuant to
an Agreement and Plan of Merger and Reorganization, dated as of June 30, 2020 (the “Merger Agreement”), by and
among the Issuer, MedAvail, Inc. (“MedAvail”) and Matrix Merger Sub, Inc. (“Merger Sub”). Pursuant
to the Merger Agreement, Merger Sub merged with and into MedAvail, with MedAvail surviving as a wholly-owned subsidiary of the
Issuer (the “Merger”). In connection with the Merger, the Issuer issued shares of the Issuer’s common
stock, $0.001 par value per share (the “Common Stock”), to MedAvail’s stockholders, including the Redmile
Funds (as defined in footnote (2) below), at an exchange ratio of approximately 1.26 shares of Common Stock in exchange for each
share of MedAvail common stock held by the MedAvail stockholders as of the effective time of the Merger (the “Effective
Time”). The source of funds for the MedAvail common stock and securities held by the Redmile Funds prior to the Merger
was working capital of the Redmile Funds.
(2) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Person is comprised of the following: (i) 1,612,875 shares of Common
Stock and warrants to purchase 69,090 shares of Common Stock held by Redmile Capital Fund, L.P., (ii) 463,838 shares of Common
Stock and warrants to purchase 11,301 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii) 1,803,559
shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 1,935,010 shares of Common Stock and warrants
to purchase 53,081 shares of Common Stock held by Redmile Strategic Master Fund, LP, (v) 1,595,777 shares of Common Stock and warrants
to purchase 82,789 shares of Common Stock held by Redmile Private Investments I, L.P., (vi) 1,187,939 shares of Common Stock and
warrants to purchase 61,628 shares of Common Stock held by Redmile Private Investments I Affiliates, L.P., (vii) 270,384 shares
of Common Stock and a warrant to purchase 27,037 shares of Common Stock held by RAF, L.P., (viii) 2,205,723 shares of Common Stock
held by RedCo I, L.P., and (ix) 649,621 shares of Common Stock held by P. Redmile Ltd. Redmile Group, LLC is the investment manager/adviser
to each of the private investment vehicles and separately managed accounts listed in items (i) through (ix) (collectively, the
“Redmile Funds”) and, in such capacity, exercises sole voting and investment power over all of the shares held
by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member
of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each
disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(3) Percent of class calculated based on:
(i) 31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Issuer’s Current Report on
Form 8-K filed with the Securities Exchange Commission (the “SEC”) on November 18, 2020 (the “Form
8-K”), plus (ii) 304,926 shares of Common Stock issuable upon the exercise of warrants held by certain of the Redmile
Funds that are currently exercisable.
CUSIP No.: 58406B103
1.
|
NAME OF REPORTING PERSON
|
|
Jeremy C. Green
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO (1)
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United Kingdom
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
12,029,652 (2)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
12,029,652 (2)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12,029,652 (2)
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
37.6% (3)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
IN, HC
|
(1) On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
Common Stock to MedAvail’s stockholders, including the Redmile Funds, at an exchange ratio of approximately 1.26 shares of
Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective Time. The
source of funds for the MedAvail common stock and securities held by the Redmile Funds prior to the Merger was working capital
of the Redmile Funds.
(2) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Person is comprised of the following: (i) 1,612,875 shares of Common
Stock and warrants to purchase 69,090 shares of Common Stock held by Redmile Capital Fund, L.P., (ii) 463,838 shares of Common
Stock and warrants to purchase 11,301 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii) 1,803,559
shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 1,935,010 shares of Common Stock and warrants
to purchase 53,081 shares of Common Stock held by Redmile Strategic Master Fund, LP, (v) 1,595,777 shares of Common Stock and warrants
to purchase 82,789 shares of Common Stock held by Redmile Private Investments I, L.P., (vi) 1,187,939 shares of Common Stock and
warrants to purchase 61,628 shares of Common Stock held by Redmile Private Investments I Affiliates, L.P., (vii) 270,384 shares
of Common Stock and a warrant to purchase 27,037 shares of Common Stock held by RAF, L.P., (viii) 2,205,723 shares of Common Stock
held by RedCo I, L.P., and (ix) 649,621 shares of Common Stock held by P. Redmile Ltd. Redmile Group, LLC is the investment manager/adviser
to each of the private investment vehicles and separately managed accounts listed in items (i) through (ix) and, in such capacity,
exercises sole voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial
owner of these shares. Jeremy C. Green serves as the managing member of Redmile Group, LLC and also may be deemed to be the beneficial
owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent
of its or his pecuniary interest in such shares, if any.
(3) Percent of class calculated based on:
(i) 31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Form 8-K, plus (ii) 304,926 shares
of Common Stock issuable upon the exercise of warrants held by certain of the Redmile Funds that are currently exercisable.
CUSIP No.: 58406B103
1.
|
NAME OF REPORTING PERSON
|
|
Redmile Capital Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO (1)
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
1,681,965 (2)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,681,965 (2)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,681,965 (2)
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.3% (3)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
(1) On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
Common Stock to MedAvail’s stockholders, including the Reporting Person, at an exchange ratio of approximately 1.26 shares
of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective Time.
The source of funds for the MedAvail common stock and securities held by the Reporting Person prior to the Merger was working capital
of the Reporting Person.
(2) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Person is comprised of 1,612,875 shares of Common Stock and warrants
to purchase 69,090 shares of Common Stock held by the Reporting Person.
(3) Percent of class calculated based on:
(i) 31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Form 8-K, plus (ii) 69,090 shares
of Common Stock issuable upon the exercise of warrants held by the Reporting Person that are currently exercisable.
CUSIP No.: 58406B103
1.
|
NAME OF REPORTING PERSON
|
|
Redmile Capital Offshore II Master Fund, Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO (1)
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
1,803,559
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,803,559
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,803,559
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.7% (2)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
CO
|
(1) On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
Common Stock to MedAvail’s stockholders, including the Reporting Person, at an exchange ratio of approximately 1.26 shares
of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective Time.
The source of funds for the MedAvail common stock and securities held by the Reporting Person prior to the Merger was working capital
of the Reporting Person.
(2) Percent of class calculated based on:
31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Form 8-K.
CUSIP No.: 58406B103
1.
|
NAME OF REPORTING PERSON
|
|
Redmile Strategic Master Fund, LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO (1)
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
1,988,091 (2)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,988,091 (2)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,988,091 (2)
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
6.3% (3)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
(1) On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
Common Stock to MedAvail’s stockholders, including the Reporting Person, at an exchange ratio of approximately 1.26 shares
of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective Time.
The source of funds for the MedAvail common stock and securities held by the Reporting Person prior to the Merger was working capital
of the Reporting Person.
(2) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Person is comprised of 1,935,010 shares of Common Stock and warrants
to purchase 53,081 shares of Common Stock held by the Reporting Person.
(3) Percent of class calculated based on:
(i) 31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Form 8-K, plus (ii) 53,081 shares
of Common Stock issuable upon the exercise of warrants held by the Reporting Person that are currently exercisable.
CUSIP No.: 58406B103
1.
|
NAME OF REPORTING PERSON
|
|
Redmile Private Investments I, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO (1)
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
1,678,566 (2)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,678,566 (2)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,678,566 (2)
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.3% (3)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
(1) On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
Common Stock to MedAvail’s stockholders, including the Reporting Person, at an exchange ratio of approximately 1.26 shares
of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective Time.
The source of funds for the MedAvail common stock and securities held by the Reporting Person prior to the Merger was working capital
of the Reporting Person.
(2) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Person is comprised of 1,595,777 shares of Common Stock and warrants
to purchase 82,789 shares of Common Stock held by the Reporting Person.
(3) Percent of class calculated based on:
(i) 31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Form 8-K, plus (ii) 82,789 shares
of Common Stock issuable upon the exercise of warrants held by the Reporting Person that are currently exercisable.
CUSIP No.: 58406B103
1.
|
NAME OF REPORTING PERSON
|
|
RedCo I, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨
|
|
(b) ¨
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
OO (1)
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
2,205,723
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
2,205,723
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,205,723
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.0% (2)
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
(1) On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
Common Stock to MedAvail’s stockholders, including the Reporting Person, at an exchange ratio of approximately 1.26 shares
of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective Time.
The source of funds for the MedAvail common stock and securities held by the Reporting Person prior to the Merger was working capital
of the Reporting Person.
(2) Percent of class calculated based on
31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in the Form 8-K.
ITEM 1.
|
Security and Issuer.
|
The security to which this Schedule 13D
relates is the common stock, $0.001 par value per share (“Common Stock”), of MedAvail Holdings, Inc., a Delaware
corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6665 Millcreek Dr.
Unit 1, Mississauga ON Canada, L5N 5M4.
ITEM 2.
|
Identity and Background.
|
(a), (b), (c) and (f). This Schedule 13D
is being filed jointly by Redmile Group, LLC, a Delaware limited liability company (“Redmile”), Jeremy C. Green,
a citizen of the United Kingdom, Redmile Capital Fund, L.P., a Delaware limited partnership, Redmile Capital Offshore II Master
Fund, Ltd., a Cayman Islands company, Redmile Strategic Master Fund, LP, a Cayman Islands exempt limited partnership, Redmile Private
Investments I, L.P., a Delaware limited partnership, and RedCo I, L.P., a Delaware limited partnership (collectively, the “Reporting
Persons”), pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as separate persons and not as members of a group. See Exhibit 99.1 to this Schedule 13D for
their Joint Filing Agreement.
Redmile Group, LLC
Redmile Group, LLC is a Delaware limited
liability company whose principal business is to serve as investment manager/adviser to certain private investment funds and separately
managed accounts, including Redmile Capital Fund, L.P., Redmile Capital Offshore Master Fund, Ltd., Redmile Capital Offshore II
Master Fund, Ltd., Redmile Strategic Master Fund, LP, Redmile Private Investments II, L.P., Redmile Private Investments I Affiliates,
L.P., RAF, L.P. RedCo I, L.P. and P. Redmile Ltd. The business address of Redmile is One Letterman Drive, Bldg D, Ste D3-300, San
Francisco, CA 94129. Information relating to the managing member of Redmile is set forth below.
Jeremy C. Green
The principal occupation of Jeremy C. Green
is managing member of Redmile Group, LLC. The business address of Jeremy C. Green is One Letterman Drive, Bldg D, Ste D3-300, San
Francisco, CA 94129. Jeremy C. Green is a citizen of the United Kingdom.
Redmile Capital Fund, L.P.
Redmile Capital Fund, L.P. is a Delaware
limited partnership whose principal business is to operate as a private investment fund. The business address of Redmile Capital
Fund, L.P. is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129. Redmile serves as investment manager/adviser for
Redmile Capital Fund, L.P. Information relating to Redmile and the managing member of Redmile is set forth above.
Redmile Capital Offshore II Master Fund, Ltd.
Redmile Capital Offshore II Master Fund,
Ltd. is a Cayman Islands company whose principal business is to operate as a private investment fund. The business address of Redmile
Capital Offshore II Master Fund, Ltd. is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129. Redmile serves as investment
manager/adviser for Redmile Capital Offshore II Master Fund, Ltd. Information relating to Redmile and the managing member of Redmile
is set forth above.
Redmile Strategic Master Fund, LP
Redmile Strategic Master Fund, LP is a
Cayman Islands exempted limited partnership whose principal business is to operate as a private investment fund. The business address
of Redmile Strategic Master Fund, LP is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129. Redmile serves as investment
manager/adviser for Redmile Strategic Master Fund, LP. Information relating to Redmile and the managing member of Redmile is set
forth above.
Redmile Private Investments I, L.P.
Redmile Private Investments I, L.P. is
a Delaware limited partnership whose principal business is to operate as a private investment fund. The business address of Redmile
Private Investments I, L.P. is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129. Redmile serves as investment manager/adviser
for Redmile Private Investments I, L.P. Information relating to Redmile and the managing member of Redmile is set forth above.
RedCo I, L.P.
RedCo I, L.P. is a Delaware limited partnership
whose principal business is to operate as a private investment fund. The business address of RedCo I, L.P. is One Letterman Drive,
Bldg D, Ste D3-300, San Francisco, CA 94129. Redmile serves as investment manager/adviser for RedCo I, L.P. Information relating
to Redmile and the managing member of Redmile is set forth above.
(d) and (e). During the last five years,
none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
ITEM 3.
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Source and Amount of Funds or Other Consideration.
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The source of funds was working capital
of the entities for which Redmile Group, LLC is the investment manager/adviser listed in items (i) through (ix) of Item 5(a) below.
The shares of Common Stock and warrants
to purchase shares of Common Stock held by certain of the Redmile Funds (as defined in Item 5(a) below) were issued in connection
with the merger of the Issuer’s wholly owned subsidiary, Matrix Merger Sub, Inc. (“Merger Sub”) with and
into MedAvail, Inc., a privately held Delaware corporation (“MedAvail”), pursuant to which MedAvail was the surviving
corporation and became a wholly owned subsidiary of the Issuer (the “Merger”). In connection with the Merger,
the Issuer issued shares of the Issuer’s Common Stock to MedAvail’s stockholders, including the Redmile Funds, at an
exchange ratio of approximately 1.26 shares of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail
stockholders as of the effective time of the Merger (the “Effective Time”). In addition, all of MedAvail’s
warrants outstanding as of the Effective Time were assumed by the Issuer. The source of funds for the MedAvail common stock and
warrants held by the Redmile Funds prior to the Merger was the working capital of the Redmile Funds.
On May 26, 2020, MedAvail sold in a private
placement an aggregate of $7.8 million of convertible promissory notes with an interest rate of 10.0% per annum (each, a “2020
Note” and collectively, the “2020 Notes”), which granted the holders of the 2020 Notes the right to
convert those 2020 Notes into shares of MedAvail common stock. Certain of the Redmile Funds purchased 2020 Notes with an aggregate
principal amount of $4,912,744.43. On October 6, 2020, certain of the Redmile Funds purchased additional 2020 Notes with an aggregate
principal amount of $1,000,000. The source of funds for the purchases of the 2020 Notes was the working capital of such Redmile
Funds.
On November 12, 2020, MedAvail sold shares
of its common stock for an aggregate purchase price of approximately $83.9 million (the “November Offering”). In connection
with the November Offering, the holders of the 2020 Notes, including certain of the Redmile Funds, received an aggregate of 718,947
shares of MedAvail’s common stock for the cancellation of approximately $6,161,413.34 in indebtedness of 2020 Notes. In addition,
certain of the Redmile Funds purchased 1,750,291 shares of MedAvail common stock in the November Offering for a total cash purchase
price of $14,999,993.87 (before giving effect to the exchange of such MedAvail shares into shares of the Issuer’s Common
Stock pursuant to the Merger). The source of funds for the purchase of MedAvail common stock in the November Offering was the working
capital of such Redmile Funds and the cancellation of the 2020 Notes held by the Redmile Funds.
ITEM 4.
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Purpose of Transaction.
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The Reporting Persons acquired the Common
Stock covered by this Schedule 13D for investment purposes, in the ordinary course of business.
The Reporting Persons will routinely monitor
a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the
Common Stock, the Issuer’s operations, assets, prospects, business development, markets and capitalization, the Issuer’s
management and personnel, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions,
as well as other investment considerations. The Reporting Persons expect to discuss their investment in the Issuer and the foregoing
investment considerations with the Issuer’s Board of Directors (“Board of Directors”), management, other
investors, industry analysts and others. These considerations, these discussions and other factors may result in the Reporting
Persons’ consideration of various alternatives with respect to their investment, including possible changes in the present
Board of Directors and/or management of the Issuer or other alternatives to increase stockholder value. The Reporting Persons may
also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange
information with the Issuer. In addition, the Reporting Persons may acquire additional Issuer securities in the public markets,
in privately negotiated transactions or otherwise or may determine to sell, trade or otherwise dispose of all or some holdings
in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem
to be in their best interests.
On November 17, 2020, the Board of Directors
appointed Gerard van Hamel Platerink and Rob Faulkner, each managing directors of Redmile, to serve as directors of the Board of
Directors. At the effective time of the Merger, which was completed on November 17, 2020, Mr. van Hamel Platerink was appointed
a Class I director to serve until the Issuer’s annual meeting of stockholders to be held in 2021 or until his successor has
been duly elected and qualified, or until his earlier death, resignation or removal, and Mr. Faulkner was appointed a Class III
director to serve until the Issuer’s annual meeting of stockholders to be held in 2023 or until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal. In connection with Mr. van Hamel Platerink’s and
Mr. Faulkner’s appointments to the Board of Directors, on November 18, 2020, Mr. van Hamel Platerink and Mr. Faulkner each
entered into an indemnification agreement with the Issuer in the same form as the Issuer’s standard form of indemnification
agreement with its other directors.
Prior to the Merger, the Issuer did not
have a formal policy to provide any cash or equity compensation to its non-employee directors for their service on the Board of
Directors or committees of the Board of Directors. The Board of Directors has not approved a director compensation program to date,
but the Issuer has indicated that it anticipates that its director compensation program will include both equity and cash components.
Mr. van Hamel Platerink and Mr. Faulkner may be entitled to cash and/or equity compensation pursuant to any such program. Mr. van
Hamel Platerink and Mr. Faulkner may also be entitled to cash and/or equity compensation in connection with their service on the
Board of Directors or committees of the Board of Directors without the Issuer adopting a formal policy or program regarding such
compensation.
Pursuant to the policies of Redmile, any
stock options or other equity awards granted to Mr. van Hamel Platerink or Mr. Faulkner in connection with their service on the
Board of Directors will be held by each director as a nominee on behalf, and for the sole benefit, of Redmile and Mr. van Hamel
Platerink and Mr. Faulkner will each assign all economic, pecuniary and voting rights in respect of any such equity awards to Redmile.
Mr. van Hamel Platerink and Mr. Faulkner each disclaims beneficial ownership of such securities, and the filing of this Schedule
13D shall not be deemed an admission that either Mr. van Hamel Platerink or Mr. Faulkner is the beneficial owner of such securities
for any purpose. The Reporting Persons disclaim beneficial ownership of all such securities except to the extent of their pecuniary
interest therein, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are the beneficial owner of
such securities any purpose.
Pursuant to the policies of Redmile, all
cash compensation that either Mr. van Hamel Platerink or Mr. Faulkner receives in connection with his service on the Board of Directors
will be paid by the Issuer directly to Redmile.
Except as set forth in this Item 4,
no Reporting Person has any present plans or proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the Issuer; (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 Issuer or of any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to change the number or term of such directors or to
fill any existing vacancies on such board; (e) any material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the
Issuer’s charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the Issuer 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) a class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated in subparagraphs
(a)-(i) above. There is no assurance that the Reporting Persons will develop any plans or proposals with respect to any of
these matters. However, the Reporting Persons reserve the right to formulate plans or proposals which would relate to or
result in the transactions described in subparagraphs (a) through (j) of this Item 4.
ITEM 5.
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Interest in Securities of the Issuer.
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(a) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Persons is comprised of the following: (i) 1,612,875 shares of Common
Stock and warrants to purchase 69,090 shares of Common Stock held by Redmile Capital Fund, L.P., (ii) 463,838 shares of Common
Stock and warrants to purchase 11,301 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii) 1,803,559
shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 1,935,010 shares of Common Stock and warrants
to purchase 53,081 shares of Common Stock held by Redmile Strategic Master Fund, LP, (v) 1,595,777 shares of Common Stock and warrants
to purchase 82,789 shares of Common Stock held by Redmile Private Investments I, L.P., (vi) 1,187,939 shares of Common Stock and
warrants to purchase 61,628 shares of Common Stock held by Redmile Private Investments I Affiliates, L.P., (vii) 270,384 shares
of Common Stock and a warrant to purchase 27,037 shares of Common Stock held by RAF, L.P., (viii) 2,205,723 shares of Common Stock
held by RedCo I, L.P., and (ix) 649,621 shares of Common Stock held by P. Redmile Ltd. Redmile Group, LLC is the investment manager/adviser
to each of the private investment vehicles and separately managed accounts listed in items (i) through (ix) (collectively, the
“Redmile Funds”) and, in such capacity, exercises sole voting and investment power over all of the shares held
by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member
of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each
disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
For purposes of this Schedule 13D, the
percent of class calculated based on: (a) 31,668,945 shares of Common Stock outstanding as of November 18, 2020, as disclosed in
the Issuer’s Current Report on Form 8-K filed with the Securities Exchange Commission (the “SEC”) on November
18, 2020 (the “Form 8-K”), plus (b) 304,926 shares of Common Stock issuable upon the exercise of warrants held
by certain of the Redmile Funds that are currently exercisable.
(b) Redmile Group, LLC:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 12,029,652
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 12,029,652
Jeremy C. Green:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 12,029,652
(3)
Sole Dispositive Power: 0
(4) Shared Dispositive Power: 12,029,652
Redmile Capital Fund, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 1,681,965
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 1,681,965
Redmile Capital Offshore II Master Fund,
Ltd.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 1,803,559
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 1,803,559
Redmile Strategic Master Fund, LP:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 1,988,091
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 1,988,091
Redmile Private Investments I, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 1,678,566
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 1,678,566
RedCo I, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 2,205,723
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 2,205,723
(c) On November 17, 2020, the Issuer completed a business combination
pursuant to an Agreement and Plan of Merger and Reorganization, dated as of June 30, 2020 (the “Merger Agreement”),
by and among the Issuer, MedAvail and Merger Sub, Inc. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
the Issuer’s Common Stock to MedAvail’s stockholders, including the Redmile Funds, at an exchange ratio of approximately
1.26 shares of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective
Time. In addition, all of MedAvail’s warrants outstanding as of the Effective Time were assumed by the Issuer, including
MedAvail warrants for 241,975 shares of common stock of MedAvail (the “Warrants”) held by the Redmile Funds,
which now represent the right to purchase up to 304,926 shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6.
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Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.
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Merger with MedAvail
On November 17, 2020, the Issuer completed
a business combination pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub merged with and into MedAvail,
with MedAvail surviving as a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer issued shares of
the Issuer’s Common Stock to MedAvail’s stockholders, including the Redmile Funds, at an exchange ratio of approximately
1.26 shares of Common Stock in exchange for each share of MedAvail common stock held by the MedAvail stockholders as of the Effective
Time.
Warrants to Purchase Shares of Common
Stock
In connection with certain financings of
MedAvail, Redmile Capital Fund, LP, Redmile Capital Offshore Master Fund, Ltd., Redmile Strategic Master Fund, LP, Redmile Private
Investments I, L.P., Redmile Private Investments I Affiliates, L.P. and RAF, L.P. each purchased warrants to purchase an aggregate
of up to 241,975 shares of common stock of MedAvail. In connection with the Merger, the Issuer assumed all of MedAvail’s
outstanding warrants, including the Warrants. The Warrants now represent the right to purchase up to 304,926 shares of Common Stock.
Warrants to purchase 73,253 shares of Common Stock are exercisable at $2.09 CAD per share and expire on March 4, 2029. Warrants
to purchase 87,058 shares of Common Stock are exercisable at $2.09 CAD per share and expire on July 23, 2029. Warrants to purchase
54,524 shares of Common Stock are exercisable at $1.57 USD per share and expire on December 19, 2029. Warrants to purchase 74,855
shares of Common Stock are exercisable at $1.57 USD per share and expire on May 26, 2030. Warrants to purchase 15,236 shares of
Common Stock are exercisable at $1.57 USD per share and expire on October 6, 2030.
If any of the Redmile Funds does not exercise
any of its Warrants prior to the respective expiration dates of such Warrant, then such Warrant shall automatically (without any
act on the part of each of the Redmile Funds) be exercised pursuant to the net issue exercise provision of such Warrant immediately
prior to the expiration of such Warrant to the extent such net issue exercise would result in the issuance of shares of Common
Stock, unless a Redmile Fund has provided written notice to the Issuer that such Redmile Fund desires that the Warrant expire unexercised.
The foregoing summary of the Warrants is
not intended to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant, which is filed
as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.
Amended and Restated Investors’
Rights Agreement
On October 9, 2020, MedAvail entered into
an Amended and Restated Investors’ Rights Agreement with certain of its stockholders, including certain of the Redmile Funds
(the “Investors’ Rights Agreement”). On November 18, 2020, the Issuer executed and delivered a joinder
to the Investors’ Rights Agreement. Pursuant to the Investors’ Rights Agreement, the Issuer agreed to prepare and file
a registration statement with the SEC to register for resale shares of Common Stock held by the former MedAvail stockholders (the
“Registrable Securities”) in certain situations, as provided below.
Affiliate Resale Registration Statement.
The Issuer agreed to prepare and file one or more registration statements for resale of the Registrable Securities not registered
on an existing and effective registration statement within 75 days of the closing of the Merger. The Issuer also agreed to use
commercially reasonable efforts to have such registration statements become effective as soon as possible after the filing thereof
and within 180 days of the closing of the Merger.
Form S-3 Registration Rights. After
the closing of the Merger and after Issuer has qualified for the use of a registration statement on Form S-3, the holders of not
less than 20% of the then outstanding Registrable Securities will have the right to request registration of the Registrable Securities
on Form S-3. The Issuer will not be required to prepare such a registration statement on Form S-3: (a) if the Issuer furnishes
a certificate stating that in the good faith judgment of the Board of Directors, and supported by outside legal counsel opinion,
it would be seriously detrimental to the Issuer and its stockholders for such Form S-3 to be effected at such time, in which event
the Issuer shall have the right to defer the filing of the Form S-3 no more than once during any 12-month period for a period of
not more than 90 days after receipt of the request of the holders; (b) unless the Registrable Securities subject to such request
have an anticipated aggregate offering price to the public of at least $5,000,000 CAD (or its equivalent in another currency);
(c) if at least two registrations pursuant to this Form S-3 registration right have occurred in any consecutive 12-month period;
or (d) if Form S-3 is not available for such offering.
The foregoing summary of the Investors’
Rights Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such document,
which is filed as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.
Appointment of Gerard van Hamel Platerink and Rob Faulkner
to the Board of Directors
On November 17, 2020, the Board of Directors
appointed Gerard van Hamel Platerink and Rob Faulkner, each managing directors of Redmile, to serve as directors of the Board of
Directors. At the effective time of the Merger, which was completed on November 17, 2020, Mr. van Hamel Platerink was appointed
a Class I director to serve until the Issuer’s annual meeting of stockholders to be held in 2021 or until his successor has
been duly elected and qualified, or until his earlier death, resignation or removal, and Mr. Faulkner was appointed a Class III
director to serve until the Issuer’s annual meeting of stockholders to be held in 2023 or until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal. In connection with Mr. van Hamel Platerink’s and
Mr. Faulkner’s appointments to the Board of Directors, on November 18, 2020, Mr. van Hamel Platerink and Mr. Faulkner each
entered into an indemnification agreement with the Issuer in the same form as the Issuer’s standard form of indemnification
agreement with its other directors.
Prior to the Merger, the Issuer did not
have a formal policy to provide any cash or equity compensation to its non-employee directors for their service on the Board of
Directors or committees of the Board of Directors. The Board of Directors has not approved a director compensation program to date,
but the Issuer has indicated that it anticipates that its director compensation program will include both equity and cash components.
Mr. van Hamel Platerink and Mr. Faulkner may be entitled to cash and/or equity compensation pursuant to any such program. Mr. van
Hamel Platerink and Mr. Faulkner may also be entitled to cash and/or equity compensation in connection with their service on the
Board of Directors or committees of the Board of Directors without the Issuer adopting a formal policy or program regarding such
compensation.
Pursuant to the policies of Redmile,
any stock options or other equity awards granted to Mr. van Hamel Platerink or Mr. Faulkner in connection with their service
on the Board of Directors will be held by each director as a nominee on behalf, and for the sole benefit, of Redmile and Mr.
van Hamel Platerink and Mr. Faulkner will each assign all economic, pecuniary and voting rights in respect of any such equity
awards to Redmile. Mr. van Hamel Platerink and Mr. Faulkner each disclaims beneficial ownership of such securities, and the
filing of this Schedule 13D shall not be deemed an admission that either Mr. van Hamel
Platerink or Mr. Faulkner is the beneficial owner of such securities for any purpose. The Reporting Persons disclaim
beneficial ownership of all such securities except to the extent of their pecuniary interest therein, and this Schedule 13D
shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities any
purpose.
Pursuant to the policies of Redmile, all
cash compensation that either Mr. van Hamel Platerink or Mr. Faulkner receives in connection with his service on the Board of Directors
will be paid by the Issuer directly to Redmile.
Redmile Group, LLC is the investment manager/adviser
to each of the Redmile Funds and, in such capacity, exercises sole voting and investment power over all of the shares held by such
vehicles and accounts and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member
of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each
disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Except as described above, no contracts,
arrangements, understandings, or relationships (legal or otherwise) exist between any Reporting Person and any person with respect
to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies. Except as described above, none of the Reporting Persons is a party to any arrangement whereby securities
of the Issuer are pledged or are otherwise subject to a contingency the occurrence of which would give another person voting power
or investment power over such securities.
ITEM 7.
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Material to Be Filed as Exhibits.
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Exhibit
Number
|
|
Description
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Exhibit 99.1
|
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Joint Filing
Agreement, dated as of November 27, 2020, by and among Redmile Group, LLC, Jeremy C. Green, Redmile Capital Fund, L.P.,
Redmile Capital Offshore II Master Fund, Ltd., Redmile Strategic Master Fund, L.P., Redmile Private Investments I, L.P. and
RedCo I, L.P.
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|
|
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Exhibit 99.2
|
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Form of Common Stock Purchase Warrant issued by MedAvail, Inc. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on November 18, 2020).
|
|
|
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Exhibit 99.3
|
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Amended and Restated Investors’ Rights Agreement by and among the Issuer, MedAvail, Inc. and certain stockholders, dated October 9, 2020 (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-4 filed on October 9, 2020).
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 27, 2020
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REDMILE GROUP, LLC
|
|
|
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/s/ Jeremy C. Green
|
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Name: Jeremy C. Green
|
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Title: Managing Member
|
|
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Dated: November 27, 2020
|
/s/ Jeremy C. Green
|
|
JEREMY C. Green
|
|
|
Dated: November 27, 2020
|
redmile Capital Fund,
l.p.
|
|
|
|
by: redmile group,
llc, its Investment Manager
|
|
|
|
/s/ Jeremy C. Green
|
|
Name: Jeremy C. Green
|
|
Title: Managing Member
|
|
|
Dated: November 27, 2020
|
Redmile capital offshore
II master fund, Ltd.
|
|
|
|
By: Redmile Group, LLC,
its Investment Manager
|
|
|
|
/s/ Jeremy C. Green
|
|
Name: Jeremy C. Green
|
|
Title: Member
|
|
|
Dated: November 27, 2020
|
Redmile Strategic Master
FUnd, LP
|
|
|
|
By: Redmile Group, LLC,
its Investment Manager
|
|
|
|
/s/ Jeremy C. Green
|
|
Name: Jeremy C. Green
|
|
Title: Member
|
Dated: November 27, 2020
|
Redmile Private Investments
I, L.P.
|
|
|
|
By: Redmile Private
Investments I (GP), LLC, its general partner
|
|
|
|
By: Redmile Group, LLC,
its Managing Member
|
|
|
|
/s/ Jeremy C. Green
|
|
Name: Jeremy C. Green
|
|
Title: Member
|
|
|
Dated: November 27, 2020
|
RedCo I, L.P.
|
|
|
|
By: Redco I (GP), LLC,
its general partner
|
|
|
|
by: redmile group, LLC,
its managing member
|
|
|
|
/s/ Jeremy C. Green
|
|
Name: Jeremy C. Green
|
|
Title: Managing Member
|