This Amendment No. 2 (“Amendment No. 2”) amends the Statement of Beneficial Ownership on
Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by Neil Desai on September 8, 2021 (the “Schedule 13D”), which was previously amended by Amendment No. 1 as filed with the Commission on
January 17, 2023, with respect to the shares of Common Stock of the Issuer. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D, which remains
unchanged.
Item 2. Identity and Background.
Item 2(c) of the Schedule 13D is hereby amended to reflect the following:
| |
(c) |
The Reporting Person is the Founder and CEO of Aanastra, Inc., a biopharmaceutical company focused on
developing novel RNA therapeutics targeting Tumor Suppressors and Oncogenes. Effective October 1, 2024, the Reporting Person ceased to serve as Executive Chairman of the Issuer. |
Item 4. Purpose of Transaction.
The first sentence
of paragraph 2 of Item 4 of Schedule 13D is hereby amended and restated as follows:
Effective October 1, 2024, the Reporting Person
ceased to serve as Executive Chairman of the Issuer but will continue to serve as a member of the board of directors of the Issuer. In his capacity as a director of the Issuer, the Reporting Person may have influence over the corporate activities of
the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended to reflect the following:
(a) As of the date of this Schedule 13D/A, the Reporting Person beneficially owns an aggregate of 2,117,605 shares of Common Stock, or
8.5% of the Issuer’s outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule 13D/A are calculated based on a total of 24,614,834 shares of Common Stock outstanding as of August 2, 2024 plus 306,364
shares of Common Stock issuable upon exercise of options exercisable within 60 days of October 1, 2024 held by the Reporting Person.
(b) The Reporting Person and the Reporting Person’s spouse share voting and dispositive power with respect to 1,811,241 shares of Common
Stock owned by the Anishka Irrevocable Trust and the Anishka Family Trust. The Reporting Person has sole voting and dispositive power with respect to options to purchase 467,950 shares of Common Stock. 306,364 of the Reporting Person’s options
to purchase shares of Common Stock are exercisable within 60 days of October 1, 2024. Of the remaining options to purchase shares of Common Stock (i) 26,042 shares of Common Stock issuable upon the exercise of options vesting evenly on the 8th
day of each month through September 8, 2025, (ii) 54,294 shares of Common Stock issuable upon the exercise of options vesting evenly on the first day of each month through April 1, 2026, and (iii) 81,250 shares of Common Stock issuable
upon the exercise of options vesting evenly on the first day of each month through January 1, 2027, subject to Dr. Desai’s continued service through each vesting date.
(c) During the past 60 days, the Reporting Person sold 80,000 shares of Common Stock pursuant to a Rule
10b5-1 trading plan.
(d) Except as disclosed in Item 2, no person is known to the Reporting Person
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D/A.
(e) Not Applicable.