(a) SNBL may be deemed to beneficially own 2,794,113 shares of the Issuers Common Stock, representing
8.9% of the Issuers issued and outstanding shares and consisting of 2,560,780 shares of Common Stock held by SNBL and 233,333 shares of Common Stock held by SNBL USA. SNBL USA is a wholly owned subsidiary of SNBL.
Mr. Takanashi may be deemed to beneficially own 2,794,113 shares of the Issuers Common Stock, representing 8.9% of the Issuers issued and
outstanding shares and consisting of 2,560,780 shares of Common Stock held by SNBL and 233,333 shares of Common Stock held by SNBL USA.
SNBL USA
beneficially owns 233,333 shares of the Issuers Common Stock, representing 0.7% of the issued and outstanding shares.
Each of the Reporting Persons
expressly disclaims beneficial ownership of the securities of the Issuer owned by all other Reporting Persons except to the extent of its or his pecuniary interest therein.
(b) SNBL and Mr. Takanashi share the power to vote or dispose of 2,560,780 shares of Common Stock held by SNBL and 233,333 shares of Common Stock held by
SNBL USA.
SNBL USA shares the power to vote or dispose of 233,333 shares of Common Stock it holds.
(c) Except as described in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting Person during the past
60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Securities Purchase Agreement and Registration Rights Agreement
On February 26, 2021, SNBL, together with the other investors in the 2021 Private Placement, entered into the Securities Purchase Agreement with the
Issuer. Pursuant to the Securities Purchase Agreement, the 2021 Private Placement closed on March 3, 2021 (the Closing Date).
Pursuant to the Securities Purchase Agreement, SNBL, together with the other investors in the 2021 Private Placement, entered into a registration rights
agreement with the Issuer effective on March 3, 2021 (the 2021 Registration Rights Agreement), which provides certain rights with respect to the registration of the shares of Common Stock acquired in the 2021 Private
Placement.
Pursuant to the 2021 Registration Rights Agreement, the Issuer has agreed to file a registration statement no later than forty-five
(45) days after the Closing Date (the Filing Deadline). The Issuer has agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable and to keep such
registration statement effective until the date the shares of Common Stock covered by such registration statement have been sold or cease to be registrable securities (2021 Registrable Securities) under the 2021 Registration
Rights Agreement.
The Issuer is responsible for all fees and expenses incurred in connection with the registration of the 2021 Registrable Securities.
The Issuer granted customary indemnification rights in connection with the registration statement. The investors have also granted the Issuer customary indemnification rights in connection with the registration statement.
References to and the description of the Securities Purchase Agreement and the 2021 Registration Rights Agreement set forth in this Item 6 do not purport to
be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the 2021 Registration Rights Agreement, which are attached hereto as Exhibit 2 and Exhibit 3, respectively, and incorporated by
reference herein.