Velan Capital Holdings LLC

SEC source: 0000921895-24-002133 · form412927011_09162024.xml · derivative · entry 5

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 0

Underlying: Common Stock · 800,000 shares

Expires 2030-03-24

F6 · security: Pursuant to the terms of the Merger Agreement, at the Effective Time, each Warrant that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Warrant, the same Merger Consideration as such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of shares then issuable upon exercise in full of such Warrant without regard to any limitations on exercise contained therein.

F7 · derivative.exercise_price: The Warrants had an exercise price of $2.10 (subject to adjustment as provided therein) and would have expired upon the earlier of March 24, 2030 and a change of control of the Issuer.

F6 · price: Pursuant to the terms of the Merger Agreement, at the Effective Time, each Warrant that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Warrant, the same Merger Consideration as such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of shares then issuable upon exercise in full of such Warrant without regard to any limitations on exercise contained therein.

F7 · derivative.expiration_date: The Warrants had an exercise price of $2.10 (subject to adjustment as provided therein) and would have expired upon the earlier of March 24, 2030 and a change of control of the Issuer.

F3 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.

SEC source: 0000921895-24-002133 · form412927011_09162024.xml · derivative · entry 4

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 50,000 shares

Expires 2033-10-01

F5 · security: In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.

F5 · price: In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.

F5 · derivative.exercise_date: In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.

SEC source: 0000921895-24-002133 · form412927011_09162024.xml · derivative · entry 3

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,825 shares

Expires 2033-03-23

F5 · security: In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.

F5 · price: In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.

F5 · derivative.exercise_date: In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR.

SEC source: 0000921895-24-002133 · form412927011_09162024.xml · nonDerivative · entry 2

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital SPV I LLC

Disclosed balance after: 0

F1 · security: This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person was deemed to be a member of a Section 13(d) group that was previously deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2 · shares: Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of Common Stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").

F2 · price: Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of Common Stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").

F4 · ownership.nature: Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.

SEC source: 0000921895-24-002133 · form412927011_09162024.xml · nonDerivative · entry 1

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 0

F1 · security: This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person was deemed to be a member of a Section 13(d) group that was previously deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2 · shares: Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of Common Stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").

F2 · price: Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of Common Stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").

F3 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.

SEC source: 0000921895-24-000337 · form412927020_02092024.xml · nonDerivative · entry 1

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · See Footnote 1

Avego Healthcare Capital, L.P. · CIK 0001822834 · See Footnote 1

Velan Capital Holdings LLC · CIK 0001964353 · See Footnote 1

Avego Healthcare Capital Holdings, LLC · CIK 0001964446 · See Footnote 1

Avego Management LLC · CIK 0001886177 · See Footnote 1

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Morgan Adam · CIK 0001964335 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 1,188,500

F1 · security: This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Avego Healthcare Capital, L.P. ("Avego Fund"), Velan Capital Holdings LLC ("Velan GP"), Avego Healthcare Capital Holdings, LLC ("Avego GP"), Avego Management, LLC ("Avego Management"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F4 · balance_after: Reflects a 1-for-10 reverse stock split of the Issuer's common stock, effected on January 4, 2024.

F2 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master.

SEC source: 0000921895-23-002311 · form412927011_10042023.xml · derivative · entry 3

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,000

Underlying: Common Stock · 50,000 shares

Expires 2033-10-01

F4 · derivative.exercise_date: The option shares shall vest in equal monthly installments of Mr. Morgan's continuous service with the Issuer beginning on August 1, 2023 and vest in full at the earlier of August 1, 2024 or the date of the Issuer's 2024 annual meeting of stockholders, with the final installment adjusted as necessary to avoid any fractional shares in any installment.

SEC source: 0000921895-23-002012 · form412927011_08172023.xml · derivative · entry 6

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 0

Underlying: Common Stock · 2,924,762 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · security: Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.

F6 · derivative.exercise_price: Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.

F6 · shares: Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.

F6 · price: Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.

F5 · derivative.exercise_date: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F5 · derivative.expiration_date: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F6 · derivative.expiration_date: Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.

F5 · derivative.underlying_shares: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F2 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.

SEC source: 0000921895-23-002012 · form412927011_08172023.xml · derivative · entry 5

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital SPV I LLC

Disclosed balance after: 0

Underlying: Common Stock · 4,178,725 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · security: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F4 · derivative.exercise_price: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F4 · shares: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F4 · price: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F5 · derivative.exercise_date: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F4 · derivative.expiration_date: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F5 · derivative.expiration_date: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F5 · derivative.underlying_shares: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F3 · ownership.nature: Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.

SEC source: 0000921895-23-002012 · form412927011_08172023.xml · derivative · entry 4

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 0

Underlying: Common Stock · 4,845,392 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · security: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F4 · derivative.exercise_price: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F4 · shares: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F4 · price: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F5 · derivative.exercise_date: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F4 · derivative.expiration_date: Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

F5 · derivative.expiration_date: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F5 · derivative.underlying_shares: Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

F2 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.

SEC source: 0000921895-23-002012 · form412927011_08172023.xml · nonDerivative · entry 3

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital SPV I LLC

Disclosed balance after: 4,178,725

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F3 · ownership.nature: Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.

SEC source: 0000921895-23-002012 · form412927011_08172023.xml · nonDerivative · entry 2

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 9,429,808

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.

SEC source: 0000921895-23-002012 · form412927011_08172023.xml · nonDerivative · entry 1

Morgan Adam · CIK 0001964335 · Director · 10% owner

Velan Capital Investment Management LP · CIK 0001848809 · 10% owner

Velan Capital Master Fund LP · CIK 0001964356 · 10% owner

Velan Capital SPV I LLC · CIK 0001977931 · 10% owner

Velan Capital Holdings LLC · CIK 0001964353 · 10% owner

Velan Capital Management LLC · CIK 0001964355 · 10% owner

VENKATARAMAN BALAJI · CIK 0001114916 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Velan Capital Master Fund LP

Disclosed balance after: 6,505,046

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2 · ownership.nature: Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.