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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
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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) | $ 0.0001 | 07/03/2023 | J(1) | 85,017 | (6) | (6) | Common Stock | 85,017 | (1) | 85,017 | I | By Foundry?Venture Capital 2007, L.P. (3) | |||
| Warrant (Right to Buy) | $ 0.0001 | 07/03/2023 | J(4) | 321,759 | (6) | (6) | Common Stock | 321,759 | (1) | 321,759 | I | By Foundry Group Select Fund, L.P. (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Foundry Group Select Fund, L.P. C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| Foundry Select Fund GP, LLC C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| Foundry Venture Capital 2007, L.P. C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| Foundry Venture 2007, LLC C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| FELD BRADLEY A C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| Levine Seth C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| MCINTYRE RYAN A C/O FOUNDRY GROUP 645 WALNUT STREET BOULDER, CO 80302 |
X | |||
| Foundry Group Select Fund, L.P., by: Foundry Select Fund GP, LLC, by /s/ Bradley A. Feld, Managing Member | 07/05/2023 | |
| **Signature of Reporting Person | Date | |
| Foundry Select Fund GP, LLC, by: /s/ Bradley A. Feld, Managing Member | 07/05/2023 | |
| **Signature of Reporting Person | Date | |
| Foundry Venture Capital 2007, L.P., by: Foundry Venture 2007, LLC, by /s/ Bradley A. Feld, Managing Member | 07/05/2023 | |
| **Signature of Reporting Person | Date | |
| Foundry Venture 2007, LLC, by: /s/ Bradley A. Feld, Managing Member | 07/05/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Bradley A. Feld | 07/05/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Seth Levine | 07/05/2023 | |
| **Signature of Reporting Person | Date | |
| /s/ Ryan McIntyre | 07/05/2023 | |
| **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) | Foundry Venture Capital 2007, L.P. ("Foundry 2007") entered into an Exchange Agreement with the Issuer pursuant to which Foundry 2007 exchanged, on a 1:1 basis, 85,017 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.0001 per share (each a "Pre-Funded Warrant"). |
| (2) | The number of securities reported gives effect to a 1-for-15 reverse stock split of the Issuer's Common Stock, which was effected on January 3, 2023. |
| (3) | Securities are held directly by Foundry Venture Capital 2007, L.P. ("Foundry 2007"). Foundry Venture 2007, LLC ("Foundry Venture") is the general partner of Foundry 2007. Bradley Feld, Seth Levine and Ryan McIntyre (collectively, the "Managing Members") are the managing members of Foundry Venture and may be deemed to share voting and dispositive power with respect to the securities held by Foundry 2007. Accordingly, each of Foundry Venture and the Managing Members may be deemed to beneficially own the securities held by Foundry 2007, but each disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. |
| (4) | Foundry Group Select Fund, L.P. ("Foundry Select") entered into an Exchange Agreement with the Issuer pursuant to which Foundry Select exchanged, on a 1:1 basis, 321,759 shares of the Issuer's Common Stock for an equal number of Pre-Funded Warrants. |
| (5) | Securities are held directly by Foundry Group Select Fund, L.P. ("Foundry Select"). Foundry Select Fund GP, LLC ("Foundry Select GP") is the general partner of Foundry Select. The Managing Members are the managing members of Foundry Select GP and may be deemed to share voting and dispositive power with respect to the securities held by Foundry Select. Accordingly, each of Foundry Select GP and the Managing Members may be deemed to beneficially own the securities held by Foundry Select, but each disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. |
| (6) | The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 4.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. |