Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on
November 27, 2020 (the Schedule 13D). Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Except as expressly set forth herein, there have been no changes to the information set
forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to the terms of the Merger Agreement, as of the closing of the merger, Saratoga, FF Fund and QVT Family Office Onshore LP, another fund managed by QVT
Financial, were granted the contingent right to receive Earnout Shares: (a) if, at any time during the ten years following the closing, the VWAP of the Common Shares is greater than or equal to $18.00 for any twenty trading days within any
thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of the Common Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.
The Issuers Common Shares met the condition for (a) on December 21, 2020, and for (b) on December 22, 2020, as a result of which the
Reporting Persons acquired all of the Earnout Shares granted to them.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
The percentage of shares of Common Stock outstanding reported herein is based on 168,780,530 shares of Common Stock including
(1) 12,859,898 shares issued in connection with the earn out vesting and (2) 155,920,632 shares outstanding as of November 17, 2020, as set forth in the Issuers report on Form 8-K, filed on
November 17, 2020.
QVT Financial is the investment manager of Saratoga and QVT Family Office Onshore LP and it provides certain
investment advisory services for FF Fund. QVT Financial has the power to direct the vote and disposition of the Common Shares held by Saratoga and QVT Family Office Onshore LP and may be deemed to beneficially own the Common Shares held by FF Fund,
though it disclaims the power to direct the vote and disposition of FF Funds Common Shares. Aggregately, QVT Financial may be deemed to be the beneficial owner of 22,822,806 Common Shares, consisting of the Common Shares owned by Saratoga, QVT
Family Office Onshore LP and FF Fund.
QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the
same number of Common Shares reported by QVT Financial. Fourth GP, as general partner of FF Fund, may be deemed to beneficially own the aggregate number of Common Shares owned by FF Fund, and accordingly, Fourth GP may be deemed to be the beneficial
owner of an aggregate amount of 11,561,473 Common Shares.
Each of the Covered Persons disclaims beneficial ownership of the Common Shares
owned by the Reporting Persons.
(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Except for
the transactions reported on the Reporting Persons original Schedule 13D, filed on November 27, 2020, and the acquisition of the Earnout Shares, no other transactions in the Issuers securities have been effected by the Reporting
Persons during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
Pursuant to the terms of the Merger Agreement,
as of the closing of the merger, Saratoga, FF Fund and QVT Family Office Onshore LP, another fund managed by QVT Financial, were granted the contingent right to receive additional Common Shares (Earnout Shares): (a) if, at any time during the ten
years following the closing, the VWAP of the Common Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of the
Common Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.
Page 7 of 10 pages