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CUSIP NO. 393704309 |
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13D/A |
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Page
14
of 18 Pages |
In addition, the Reporting Persons have had and intend to continue having discussions, from
time to time, with management and the board of directors of the Company, and may engage with other stockholders or securityholders of the Company and other relevant parties, or take other actions concerning, the Company’s business, lines of
business, operations, strategy, previously announced restructuring, plans and prospects; any extraordinary corporate transactions (including, but not limited to, a merger, reorganization or liquidation); sales of a material amount of assets or
divestitures; a change in the board of directors or management; a material change in the capitalization or dividend policies; other material changes in the Company’s business, lines of business, or corporate structure; or similar actions.
Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present
plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and
each other individuals named in Item 2 with respect to the Company, the foregoing is subject to change at any time.
ITEM 5. |
INTEREST IN SECURITIES OF THE
ISSUER. |
(a)-(b) The information contained on the cover pages of this Schedule 13D is incorporated
herein by reference.
The Reporting Persons beneficially own in the aggregate 68,443,127 shares of Common Stock, which represents
approximately 63.0% of the outstanding shares of Common Stock. All calculations of percentage ownership in this Schedule 13D are based on 108,681,751 shares of Common Stock outstanding. This is composed of i) 46,602,260 shares of Common Stock
outstanding as of May 10, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024; ii) 3,910,605 shares issuable to the Reporting Persons upon the
exercise of conversion instruments; and iii) 58,168,887 shares issuable to the Reporting Persons upon the conversion of the Subordinated Convertible Notes.
Each of the Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable
table set forth on the cover page to this Statement. Madryn, as the investment manager for each of the Funds, and the Advisors, as the general partners for each of the Funds, may be deemed to have the shared power to direct the voting and
disposition of shares of Common Stock beneficially owned by the Funds and, consequently, Madryn and the Advisors may be deemed to possess indirect beneficial ownership of such shares. Madryn and the Advisors disclaim beneficial ownership of such
shares for all other purposes.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement
are incorporated herein by reference.
To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of
Common Stock; provided, however, that because of each Covered Persons’ status as a director, executive officer, manager, member or partner of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common
Stock beneficially owned by such Reporting Person. Except to the extent of their pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the shares of the Common Stock reported herein and the filing of this Schedule 13D
shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement.
(c) Except as described herein, none of the Reporting Persons or, to their knowledge, none of the Covered Persons, has had any transactions in
the Common Stock during the past 60 days.
(d) Except as set forth herein, to the knowledge of the Reporting Persons, no other person has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock.