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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Alpine Immune Sciences Inc | NASDAQ:ALPN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.01 | 0.02% | 64.61 | 64.47 | 64.72 | 64.65 | 64.58 | 64.65 | 1,924,182 | 01:00:00 |
PROSPECTUS
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Filed Pursuant to Rule 424(b)(3)
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Registration No. 333-244409
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Page
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•
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our ability to identify, develop and commercialize additional products or product candidates;
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our estimates regarding our expenses, revenues, anticipated capital requirements and our needs for additional financing;
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our ability to obtain funding for our operations;
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the implementation of our business model and strategic plans for our business and technology;
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the timing of the commencement, progress and receipt of data from any of our preclinical trials and clinical trials;
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the expected results of any preclinical or clinical trial and the impact on the likelihood or timing of any regulatory approval;
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the scope of protection we are able to establish and maintain for intellectual property rights covering our technology and product candidates;
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the anticipated impact of the COVID-19 pandemic on our business, research and clinical development plans and timeliness and results of operations;
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the timing or likelihood of regulatory filings and approvals;
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the therapeutic benefits, effectiveness and safety of our product candidates;
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the rate and degree of market acceptance and clinical utility of any future products;
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our ability to maintain and establish collaborations;
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our ability to achieve milestones in our current and any future collaborations;
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our expectations regarding market risk, including interest rate changes;
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our expectations regarding the sufficiency of our cash and cash equivalents to fund operations for at least the next 12 months;
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our expected use of the net proceeds, if any, of any cash exercise of the warrants and prefunded warrants;
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developments relating to our competitors and our industry; and
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our expectations regarding licensing, acquisitions and strategic operations.
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Common Stock
Beneficially Owned
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Name of Beneficial Owner
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Shares
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Percentage
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5% Stockholders:
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Decheng Capital China Life Sciences USD Fund III, L.P.(1)
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4,400,371
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17.6
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%
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Alpine Immunosciences, L.P.(2)
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4,069,222
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17.1
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%
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OrbiMed Private Investments VI, LP(3)
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3,816,206
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15.9
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%
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Frazier Life Sciences VIII, L.P.(4)
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2,716,701
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11.4
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%
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Omega Fund VI, L.P.(5)
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1,670,370
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6.9
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%
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Directors and Executive Officers:
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Mitchell H. Gold(6)
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4,740,228
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19.3
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%
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Paul Rickey(7)
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140,370
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*
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Stanford Peng(8)
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333,964
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1.4
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%
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Jay Venkatesan(9)
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4,247,706
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17.7
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%
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Peter Thompson(10)
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3,836,606
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16.0
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%
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James N. Topper(11)
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2,737,101
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11.4
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%
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Robert Conway(12)
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43,255
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*
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Paul Sekhri(13)
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26,343
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*
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Christopher Peetz (14)
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18,912
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*
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Xiangmin Cui(15)
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4,409,721
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17.6
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%
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All current directors and executive officers as a group
(10 persons)(16)
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16,464,984
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61.6
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%
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(*)
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Less than one percent.
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(1)
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According to a Schedule 13D filed on August 3, 2020 with the SEC, Decheng Capital Management III (Cayman), LLC (“Decheng Capital Management”) and Xiangmin Cui may be deemed to beneficially own 4,400,371 shares which are held by Decheng Capital China Life Sciences USD Fund III, L.P. (“Decheng”), including 1,234,636 shares issuable upon the exercise of warrants that are exercisable within 60 days of July 31, 2020. Decheng Capital Management is the general partner of Decheng. Dr. Cui is the sole manager of Decheng Capital Management and may be deemed to have voting and investment power with respect to the shares held by Decheng and as a result may be deemed to have beneficial ownership of such shares. The address for Decheng is 3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, California 94025.
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(2)
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According to a Schedule 13D filed on August 3, 2020 with the SEC, Alpine BioVentures, GP, LLC, Mitchell H. Gold and Jay Venkatesan may be deemed to beneficially own 4,069,222 shares which are held by Alpine Immunosciences, L.P., including 74,441 shares issuable upon the exercise of warrants, which are exercisable within 60 days of July 31, 2020. Alpine BioVentures, GP, LLC is the general partner of Alpine Immunosciences, L.P. Dr. Gold and Dr. Venkatesan are the Managing Partners of Alpine BioVentures, GP, LLC. Dr. Gold and Dr. Venkatesan are also limited partners of Alpine Immunosciences, L.P. By virtue of such relationships, Dr. Gold and Dr. Venkatesan may be deemed to have voting and investment power with respect to the shares held by Alpine Immunosciences, L.P. and as a result may be deemed to have beneficial ownership of such shares. Each of Dr. Gold and Dr. Venkatesan disclaims beneficial ownership of the shares held by Alpine Immunosciences, L.P., except to the extent of his pecuniary interest therein, if any. The address for Alpine Immunosciences, L.P. is 600 Stewart Street, Suite 1503, Seattle, Washington 98101.
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(3)
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According to a Schedule 13D filed on July 30, 2020 with the SEC, OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC may be deemed to beneficially own 3,816,206 shares which are held by OrbiMed Private Investments VI, LP, including 145,251 shares issuable upon the exercise of warrants, which are exercisable within 60 days of July 31, 2020. OrbiMed Capital GP VI LLC (“GP VI”) is the general partner of OrbiMed Private Investments VI, LP. OrbiMed Advisors LLC (“OrbiMed Advisors”) is the managing member of GP VI. Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein share voting and investment power over the shares held by OrbiMed Private Investments VI, LP and as a result may be deemed to have beneficial ownership of such shares. Dr. Thompson, an employee of OrbiMed Advisors, may be deemed to have beneficial ownership of such shares. Each of GP VI, OrbiMed Advisors, Carl L. Gordon, Sven H. Borho, Jonathan T. Silverstein and Dr. Thompson disclaims beneficial ownership of the shares held by OrbiMed Private Investments VI, LP, except to the extent of its or his pecuniary interest therein, if any. The address for OrbiMed Private Investments VI, LP is 601 Lexington Avenue, 54th Floor, New York, New York 10022.
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(4)
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According to a Schedule 13D filed on July 31, 2020 with the SEC, FHM Life Sciences VIII, L.P., FHM Life Sciences VIII, L.L.C., James Topper and Patrick J. Heron may be deemed to beneficially own 2,716,701 shares which are held by Frazier Life Sciences VIII, L.P., including 145,251 shares issuable upon the exercise of warrants that are exercisable within 60 days of July 31, 2020. FHM Life Sciences VIII, LP is the general partner of Frazier Life Sciences VIII, L.P. and FHM Life Sciences VIII, LLC is the general partner of FHM Life Sciences VIII, LP. Dr. Topper and Patrick J. Heron are the sole members of FHM Life Sciences VIII, LLC and therefore share voting and investment power over the shares held by Frazier Life Sciences VIII, L.P. Dr. Topper and Mr. Heron disclaim beneficial ownership of the shares held by Frazier Life Sciences VIII, L.P. except to the extent of their pecuniary interests in such shares, if any. The address for Frazier Life Sciences VIII, L.P. is 601 Union Street, Suite 3200, Seattle, Washington 98101.
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(5)
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Consists of 1,284,900 shares of common stock and warrants to purchase up to an aggregate of 385,470 shares of common stock held directly by Omega Fund VI, L.P. (“Omega Fund”). Omega Fund VI GP Manager, Ltd. (“Omega Ltd.”) serves as the general partner of Omega Fund VI GP, L.P. ("Omega GP"), which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Claudio Nessi, Otello Stampacchia and Anne-Mari Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held directly by Omega Fund. The address for Omega Fund is 888 Boylston Street, Suite 1111, Boston, MA 02199.
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(6)
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Consists of (i) 26,849 shares of our common stock held directly by Dr. Gold, (ii) 644,157 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020, (iii) 3,994,781 shares of our common stock held directly by Alpine Immunosciences, L.P and (iv) 74,441 shares of our common stock issuable upon the exercise of warrants held by Alpine Immunosciences, L.P. which are exercisable within 60 days of July 31, 2020. Please see footnote 1 regarding Dr. Gold’s voting and investment power over the shares held by Alpine Immunosciences, L.P.
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(7)
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Consists of (i) 17,013 shares of our common stock held directly by Mr. Rickey and (ii) 123,357 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020.
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(8)
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Consists of (i) 12,185 shares of our common stock held directly by Dr. Peng and (ii) 321,779 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020.
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(9)
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Consists of (i) 21,739 shares of our common stock held directly by Dr. Venkatesan, (ii) 37,266 shares of our common stock held in trust for the benefit of Dr. Venkatesan’s children, (iii) 119,479 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020, (iv) 3,994,781 shares of our common stock held directly by Alpine Immunosciences, L.P., and (v) 74,441 shares of our common stock issuable upon the exercise of warrants held by Alpine Immunosciences, L.P. which are exercisable within 60 days of July 31, 2020. Dr. Venkatesan disclaims beneficial ownership of the shares held in trust for the benefit of Dr. Venkatesan’s children, except to the extent of his pecuniary interest therein, if any. Please see footnote 1 regarding Dr. Venkatesan’s voting and investment power over the shares held by Alpine Immunosciences, L.P.
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(10)
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Consists of (i) 20,400 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020, (ii) 3,670,955 shares of our common stock held directly by OrbiMed Private Investments VI, LP and (iii) 145,251 shares of our common stock issuable upon the exercise of warrants held by OrbiMed Private Investments VI, LP which are exercisable within 60 days of July 31, 2020. Please see footnote 2 regarding Dr. Thompson’s voting and investment power over the shares held by OrbiMed Private Investments VI, LP.
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(13)
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Consist of 26,343 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020.
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(14)
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Consist of 18,912 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020.
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(15)
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Consists of (i) 9,350 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020, (ii) 3,165,735 shares of our common stock held directly by Decheng Capital China Life Sciences USD Fund III, L.P. and (iii) 1,234,636 shares of our common stock issuable upon the exercise of warrants held by Decheng Capital China Life Sciences USD Fund III, L.P. which are exercisable within 60 days of July 31, 2020. Please see footnote 3 regarding Dr. Cui’s voting and investment power over the shares held by Decheng Capital China Life Sciences USD Fund III, L.P.
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(16)
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Includes only current directors and executive officers serving in such capacity as of July 31, 2020. Includes 1,332,432 shares of our common stock issuable upon the exercise of options within 60 days of July 31, 2020 and 1,599,579 shares of our common stock issuable upon the exercise of warrants within 60 days of July 31, 2020.
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Selling Stockholder(1)
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Beneficial Ownership Before
This Offering
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Beneficial Ownership After
This Offering |
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Number of
Shares Owned |
Percentage of
Outstanding Shares(2) |
Shares
Offered Hereby(3) |
Shares Issuable upon Exercise of Warrants
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Shares Issuable upon Exercise of Prefunded Warrants
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Number of
Shares Owned |
Percentage of
Outstanding Shares |
||||||||
Omega Fund VI, L.P.(4)
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1,670,370
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6.9
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%
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1,284,900
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385,470
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—
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—
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—
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%
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Baker Brothers Life Sciences, L.P.(5)
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960,856
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3.9
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%
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—
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221,736
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739,120
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—
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—
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%
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667, L.P.(5)
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67,067
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*
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—
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15,477
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51,590
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—
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—
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%
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Avidity Capital Fund II LP(6)
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109,213
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*
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84,010
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25,203
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—
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—
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—
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%
|
Avidity Master Fund LP(6)
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854,477
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3.6
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%
|
657,290
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197,187
|
|
—
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—
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—
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%
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EcoR1 Capital Fund, L.P.(7)
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149,461
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*
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114,970
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|
34,491
|
|
—
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|
—
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|
—
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%
|
EcoR1 Capital Fund Qualified, L.P.(7)
|
814,216
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3.4
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%
|
626,320
|
|
187,896
|
|
—
|
|
—
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|
—
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%
|
Farallon Capital F5 Master I, L.P.(8)
|
62,153
|
|
*
|
|
47,810
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|
14,343
|
|
—
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|
—
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|
—
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%
|
Farallon Capital (AM) Investors, L.P.(8)
|
15,132
|
|
*
|
|
11,640
|
|
3,492
|
|
—
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|
—
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|
—
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%
|
Farallon Capital Institutional Partners II, L.P.(8)
|
36,530
|
|
*
|
|
28,100
|
|
8,430
|
|
—
|
|
—
|
|
—
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%
|
Farallon Capital Institutional Partners III, L.P.(8)
|
17,446
|
|
*
|
|
13,420
|
|
4,026
|
|
—
|
|
—
|
|
—
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%
|
Four Crossings Institutional Partners V, L.P.(8)
|
26,884
|
|
*
|
|
20,680
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|
6,204
|
|
—
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|
—
|
|
—
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%
|
Farallon Capital Institutional Partners, L.P.(8)
|
180,791
|
|
*
|
|
139,070
|
|
41,721
|
|
—
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—
|
|
—
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%
|
Farallon Capital Offshore Investors II, L.P.(8)
|
508,430
|
|
2.1
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%
|
391,100
|
|
117,330
|
|
—
|
|
—
|
|
—
|
%
|
Farallon Capital Partners, L.P.(8)
|
116,311
|
|
*
|
|
89,470
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|
26,841
|
|
—
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|
—
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—
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%
|
Invus Public Equities, L.P.(9)
|
770,939
|
|
3.2
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%
|
593,030
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|
177,909
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|
—
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|
—
|
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—
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%
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Samsara BioCapital, L.P.(10)
|
642,447
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2.7
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%
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494,190
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|
148,257
|
|
—
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|
—
|
|
—
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%
|
DAFNA LifeScience, L.P.(11)
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142,623
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|
*
|
|
109,710
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|
32,913
|
|
—
|
|
—
|
|
—
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%
|
DAFNA LifeScience Select, L.P.(11)
|
50,115
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|
*
|
|
38,550
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|
11,565
|
|
—
|
|
—
|
|
—
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%
|
Sphera Biotech Master Fund, L.P.(12)
|
192,738
|
|
*
|
|
148,260
|
|
44,478
|
|
—
|
|
—
|
|
—
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%
|
CVI Investments, Inc.(13)
|
128,492
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|
*
|
|
98,840
|
|
29,652
|
|
—
|
|
—
|
|
—
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%
|
Monashee Solitario Fund LP(14)
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37,258
|
|
*
|
|
28,660
|
|
8,598
|
|
—
|
|
—
|
|
—
|
%
|
Monashee Pure Alpha SPV I LP(14)
|
28,275
|
|
*
|
|
21,750
|
|
6,525
|
|
—
|
|
—
|
|
—
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%
|
BEMAP Master Fund LTD(14)
|
62,959
|
|
*
|
|
48,430
|
|
14,529
|
|
—
|
|
—
|
|
—
|
%
|
Driehaus Life Sciences Master Fund, L.P.(15)
|
64,233
|
|
*
|
|
49,410
|
|
14,823
|
|
—
|
|
—
|
|
—
|
%
|
Total:
|
7,709,416
|
|
29.3
|
%
|
5,139,610
|
|
1,779,096
|
|
790,710
|
|
—
|
|
—
|
%
|
(*)
|
Less than one percent.
|
(1)
|
This table and the information in the notes below are based upon information supplied by the selling stockholders and are based on shares of common stock outstanding as of July 31, 2020. Warrants exercisable within 60 days of July 31, 2020 are deemed outstanding for the purposes of computing the percentage of shares owned by that person, but are not deemed outstanding for purposes of computing the percentage of shares owned by any other person.
|
(2)
|
The warrants and prefunded warrants held by the selling stockholders are subject in certain cases to beneficial ownership limitations such that the warrants and prefunded warrants may not be exercised if it would result in the holder exceeding the beneficial ownership limitation (the "Beneficial Ownership Limitation"). The Beneficial Ownership Limitation is 4.99% in the aggregate for the warrants held by the Baker Funds (as defined below), the EcoR1 Funds (as defined below), the Farallon Funds (as defined below), the DAFNA Funds (as defined below), CVI (as defined below) and the Monashee Funds (as defined below). The Beneficial Ownership Limitation is 9.99% in the aggregate for the prefunded warrants held by the Baker Funds.
|
(3)
|
Does not include shares issuable upon the exercise of the warrants or prefunded warrants.
|
(4)
|
Consists of 1,284,900 shares of common stock and warrants to purchase up to an aggregate of 385,470 shares of common stock held directly by Omega Fund VI, L.P. (“Omega Fund”). Omega Fund VI GP Manager, Ltd. (“Omega Ltd.”) serves as the general partner of Omega Fund VI GP, L.P. ("Omega GP"), which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Claudio Nessi, Otello Stampacchia and Anne-Mari Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held directly by Omega Fund. The address of the selling stockholder is 888 Boylston Street, Suite 1111, Boston, MA 02199.
|
(5)
|
Consists of (i) prefunded warrants to purchase up to an aggregate of 739,120 shares of common stock and warrants to purchase up to an aggregate of 221,736 shares of common stock held directly by Baker Brothers Life Sciences, L.P. (“BBLS”) and (ii) prefunded warrants to purchase up to an
|
(6)
|
Consists of (i) 84,010 shares of common stock and warrants to purchase up to an aggregate of 25,203 shares of common stock held directly by Avidity Capital Fund II LP (“Avidity Capital”) and (ii) 657,290 shares of common stock and warrants to purchase up to an aggregate of 197,187 shares of common stock held directly by Avidity Master Fund LP (“Avidity Master” and together with Avidity Capital, the “Avidity Funds”). David Roy Witzke and Michael David Gregory directly or indirectly control the Avidity Funds and as a result may be deemed to have voting and dispositive power over the securities held directly by the Avidity Funds. The address of the selling stockholders is 2828 N. Harwood St., Suite 1220, Dallas, TX 75201.
|
(7)
|
Consists of (i) 114,970 shares of common stock and warrants to purchase up to an aggregate of 34,491 shares of common stock held directly by EcoR1 Capital Fund, L.P. (“EcoR1 Capital”) and (ii) 626,320 shares of common stock and warrants to purchase up to an aggregate of 187,896 shares of common stock held directly by EcoR1 Capital Fund Qualified, L.P. (“EcoR1 Qualified” and together with EcoR1 Capital, the “EcoR1 Funds”). Oleg Nodelman directly or indirectly controls the EcoR1 Funds and as a result may be deemed to have voting and dispositive power over the securities held directly by the EcoR1 Funds. The address of the selling stockholders is 357 Tehama Street, #3, San Francisco, CA 94103.
|
(8)
|
Consists of (i) 47,810 shares of common stock and warrants to purchase up to an aggregate of 14,343 shares of common stock held directly by Farallon Capital F5 Master I, L.P. (“FCF5”), (ii) 11,640 shares of common stock and warrants to purchase up to an aggregate of 3,492 shares of common stock held directly by Farallon Capital (AM) Investors, L.P. (“FCAM”), (iii) 28,100 shares of common stock and warrants to purchase up to an aggregate of 8,430 shares of common stock held directly by Farallon Capital Institutional Partners II, L.P. (FCIP II”), (iv) 13,420 shares of common stock and warrants to purchase up to an aggregate of 4,026 shares of common stock held directly by Farallon Capital Institutional Partners III, L.P. (“FCIP III”), (v) 20,680 shares of common stock and warrants to purchase up to an aggregate of 6,204 shares of common stock held directly by Four Crossings Institutional Partners V, L.P. (“FCIP V”), (vi) 139,070 shares of common stock and warrants to purchase up to an aggregate of 41,721 shares of common stock held directly by Farallon Capital Institutional Partners, L.P. (“FCIP”), (vii) 391,100 shares of common stock and warrants to purchase up to an aggregate of 117,330 shares of common stock held directly by Farallon Capital Offshore Investors II, L.P. (“FCOI”) and (viii) 89,470 shares of common stock and warrants to purchase up to an aggregate of 26,841 shares of common stock held directly by Farallon Capital Partners, L.P. (“FCP” and together with FCF5, FCAM, FCIP II, FCIP III, FCIP V, FCIP and FCOI, the “Farallon Funds”). Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J.M. Spokes, John R. Warren and Mark C. Wehrly directly or indirectly control the Farallon Funds and as a result may be deemed to have voting and dispositive power over the securities held directly by the Farallon Funds. The address of the selling stockholders is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, CA 94111.
|
(9)
|
Consists of 593,030 shares of common stock and warrants to purchase up to an aggregate of 177,909 shares of common stock held directly by Invus Public Equities, L.P. The address of the selling stockholder is 750 Lexington Avenue, 30th Floor, New York, NY 10022.
|
(10)
|
Consists of 494,190 shares of common stock and warrants to purchase up to an aggregate of 148,257 shares of common stock held directly by Samsara BioCapital, L.P. The address of the selling stockholder is c/o Samsara BioCapital, 628 Middlefield Road, Palo Alto, CA 94301.
|
(11)
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Consists of (i) 109,710 shares of common stock and warrants to purchase up to an aggregate of 32,913 shares of common stock held directly by DAFNA LifeScience, L.P. (“DAFNA”) and (ii) 38,550 shares of common stock and warrants to purchase up to an aggregate of 11,565 shares of common stock held directly by DAFNA LifeScience Select, L.P. (“DAFNA Select” and together with DAFNA, the “DAFNA Funds”). Fariba Ghodsian and Nathan Fischel directly or indirectly control the DAFNA Funds and as a result may be deemed to have voting and dispositive power over the securities held directly by the DAFNA Funds. The address of the selling stockholders is c/o DAFNA Capital Management LLC, 10990 Wilshire Blvd., Suite 1400, Los Angeles, CA 90024.
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(12)
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Consists of 148,260 shares of common stock and warrants to purchase up to an aggregate of 44,478 shares of common stock held directly by Sphera Biotech Master Fund, L.P. Doron Breen directly or indirectly controls Sphera Biotech Master Fund, L.P. and as a result may be deemed to have voting and dispositive power over the securities held directly by Sphera Biotech Master Fund, L.P. The address of the selling stockholder is c/o Sphera Global Healthcare Management, 21 Ha’arbaa Street, Tel Aviv, Israel.
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(13)
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Consists of 98,840 shares of common stock and warrants to purchase up to an aggregate of 29,652 shares of common stock held directly by CVI Investments, Inc. ("CVI"). Heights Capital Management, Inc., the authorized agent of CVI, has discretionary authority to vote and dispose of the shares held directly by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more FINRA members, none of whom are currently expected to participate in any sale pursuant to this prospectus contained in the related registration statement on Form S-1. The address of the selling stockholder is c/o Heights Capital Management, Suite 3250, San Francisco, CA 94111.
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(14)
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Consists of (i) 28,660 shares of common stock and warrants to purchase up to an aggregate of 8,598 shares of common stock held directly by Monashee Solitario Fund LP (“Solitario”), (ii) 21,750 shares of common stock and warrants to purchase up to an aggregate of 6,525 shares of common stock held directly by Monashee Pure Alpha SPV I LP (“Pure Alpha”) and (iii) 48,430 shares of common stock and warrants to purchase up to an aggregate of 14,529 shares of common stock held directly by BEMAP Master Fund LTD (“BEMAP” and together with Solitario and Pure Alpha, the “Monashee Funds”). Jeff Muller, CCO of Monashee Investment Management LLC, directly or indirectly controls the Monashee Funds and as a result may be deemed to have voting and dispositive power over the securities held directly by the Monashee Funds. The address of the selling stockholders is c/o Monashee Investment Management LLC, 75 Park Plaza, 2nd Floor, Boston, MA 02116.
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(15)
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Consists of 49,410 shares of common stock and warrants to purchase up to an aggregate of 14,823 shares of common stock held directly by Driehaus Life Sciences Master Fund, L.P. Michael Caldwell directly or indirectly controls Driehaus Life Sciences Master Fund, L.P. and as a result may be deemed to have voting and dispositive power over the securities held directly by Driehaus Life Sciences Master Fund, L.P. The address of the selling stockholder is Driehaus Life Sciences Master Fund, L.P., 25 E. Erie, Chicago, IL 60611.
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020;
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, as filed with the SEC on May 14, 2020 and August 11, 2020, respectively.
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our Current Reports on Form 8-K filed with the SEC on January 27, 2020, June 17, 2020 (as amended on June 18, 2020), June 18, 2020 and July 24, 2020 (excluding information furnished and not filed in such Current Reports on Form 8-K, as applicable); and
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the description of our common stock contained in our Registration Statement on Form 8-A12B, as filed with the SEC on June 16, 2015 (File No. 001-37449), including any amendment or report filed for the purpose of updating such description.
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