Item 4 is amended and restated follows:
On each of October 17,2017 and August 15,2018, CHOP acquired shares of Common Stock for investment purposes through a private investment in public equity (“PIPE”) transaction and under the Issuer’s “at the market” program, respectively. In connection with the PIPE investment, CHOP nominated Matthew D. Bayley as a director to the Issuer’s board of directors pursuant to Section 4.17 of the Securities Purchase Agreement, dated August 9,2017 (the form of which was filed by the Issuer on Exhibit 10.1 to its Current Report on Form 8K on August 11,2017), which nominee was appointed to the Issuer’s board of directors in December 2017 and continues to serve thereon. Mr. Bayley has been awarded options to acquire an aggregate of 90,000 shares of Common Stock, which he holds for the benefit of CHOP; options to acquire 63,333 of such shares are exercisable within 60 days of the date of this report.
On October 18,2019, The Children’s Hospital of Philadelphia and a subsidiary of the Issuer amended the Sponsored Research Agreement, dated November 12,2014, as amended to date (the “SRA”), between them pursuant to which The Children’s Hospital of Philadelphia agreed to cancel two months of payments that would have otherwise accrued from such subsidiary to The Children’s Hospital of Philadelphia aggregating $0.8 million in respect of an increase in the balance of the convertible secured note (the “note”) in the same principal amount, which note was originally issued by the Issuer to The Children’s Hospital of Philadelphia on March 29,2019 and that, as amended on October 18,2019, matures on the earlier of (x) November 15,2019 and (y) the completion of any debt or equity financing by the Issuer in an amount greater than the principal balance of the note (such earlier date, the "Maturity Date"); provided, however that if by November 15,2019, the Issuer has executed a definitive agreement related to a financing of at least $20 million, then the Maturity Date will automatically extend to December 15,2019 (the "Extended Maturity Date"). If the maturity date of the note is extended to the Extended Maturity Date, the principal balance of the note will increase by an additional $0.4 million. The note is payable, at the option of The Children’s Hospital of Philadelphia, in cash and/or shares of Common Stock, valued at the closing price of Common Stock on the Maturity Date or Extended Maturity Date, as the case may be (or an earlier repayment date, if applicable); however, if The Children’s Hospital of Philadelphia elects for the note to be converted into Common Stock on such date, and such election would cause The Children’s Hospital of Philadelphia to beneficially own in excess of 47.5% of the then actual outstanding shares of Common Stock in the aggregate, then The Children’s Hospital of Philadelphia would receive Common Stock such that it would beneficially own in the aggregate 47.5% of the then outstanding shares of Common Stock and the balance of the note would be paid to The Children’s Hospital of Philadelphia in cash. The SRA was also amended such that any extension beyond its current termination date of June 2020 is subject to the mutual agreement of parties. The parties also amended or terminated five outstanding license agreements for intellectual property, each between The Children’s Hospital of Philadelphia, on the one hand, and the Issuer or one or its subsidiaries, on the other hand, to return to The Children’s Hospital of Philadelphia certain intellectual property on which the Issuer has indicated that it is no longer focused.
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CHOP reserves the right to acquire, or dispose of, Common Stock and other securities of the Issuer or engage in hedging transactions to the extent deemed advisable in light of its general investment and trading policies, market conditions or other factors, including through The Children’s Hospital of Philadelphia pursuant to the conversion of the note and/or the right of first refusal described in this Item 4 or otherwise. CHOP intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including without limitation, the Issuer’s financial position, its execution and ability to execute its research and development strategy, the price level of shares of Common Stock, the Issuer’s compliance with agreements between it and CHOP and/or The Children’s Hospital of Philadelphia, conditions in the securities markets and general economic and industry conditions, CHOP may take actions in the future with respect to its investments in the Issuer (including those made through and The Children’s Hospital of Philadelphia), including changing its intentions with respect to any and all matters referred to in subparagraph (a) through (j) of this Item 4. These actions may include some or all of the following actions. The Children’s Hospital of Philadelphia may elect conversion of the note into Common Stock and/or exercise the right of first refusal to participate in an equity financing described in this Item 4. CHOP and The Children’s Hospital of Philadelphia may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by CHOP and/or The Children’s Hospital of Philadelphia or others of shares of the Issuer’s Common Stock held by such stockholders. CHOP and The Children’s Hospital of Philadelphia may seek information from the Issuer’s management and board of directors, and may engage in further discussions with the Issuer’s management, board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, governance (including board structure), management, strategy, capitalization, capital allocation, ownership structure (including the sale of the Issuer in whole or in parts), and/or future plans of the Issuer. In addition, CHOP and The Children’s Hospital of Philadelphia may seek information from management and the Issuer’s board of directors, and may engage in further discussions with management, the Issuer’s Board of Directors, other stockholders of the Issuer and other relevant parties in connection with the proposal of one or more of the other actions described in subparagraphs (a) through (j) of this Item 4.
Except as set forth above, CHOP does not have any present plans which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.
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