10/06/2025 | Press release | Distributed by Public on 10/06/2025 15:49
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to Buy) | $0.01 | 10/02/2025 | X | 189,195 | (4) | (4) | Common Stock | 189,195 | $ 0 | 0 | D(1) | ||||
Warrant (Right to Buy) | $0.01 | 10/02/2025 | A | 372,255 | 10/02/2025 | 10/02/2030 | Common Stock | 372,255 | (5) | 372,255 | D(1) | ||||
Warrant (Right to Buy) | $0.01 | 10/02/2025 | M | 372,255 | (6) | (6) | Common Stock | 372,255 | $ 0 | 0 | D(1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
New Enterprise Associates 16, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
X | X | ||
NEA Partners 16, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
X | X | ||
NEA 16 GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093 |
X | X |
/s/ Zachary Bambach, attorney-in-fact | 10/06/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The securities are directly held by New Enterprise Associates 16, L.P. ("NEA 16") and are indirectly held by NEA Partners 16, L.P. ("NEA Partners 16"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP (collectively, the "NEA 16 Managers"), together, the "NEA 16 Indirect Reporting Persons"). The NEA 16 Managers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Paul Walker. The NEA 16 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the NEA 16 Indirect Reporting Persons have no pecuniary interest. |
(2) | Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025. |
(3) | Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock was then cancelled and ceased to exist. |
(4) | The warrants became exercisable as to 123,729 shares on April 30, 2024, 1,733 shares on June 21, 2024, 61,865 shares on October 2, 2024 and 1,868 shares on September 26, 2025. |
(5) | Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto. |
(6) | The warrants became fully exercisable on October 2, 2025. |