InsiderTrades

Form 4 for SRZN Surrozen, Inc./DE

Accepted 2021-08-13 00:00:00 ET · period of report 2021-08-11 · accession 0000899243-21-033025 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DMI 2021-08-13 2021-08-11 SRZN Consonance Capman GP, LLC 10% A - Grant — +3.50M 500.0K New —
DMI 2021-08-13 2021-08-11 SRZN Consonance Capman GP, LLC 10% D - Sale to Iss — -1.00M 0 -100% —
DMI 2021-08-13 2021-08-11 SRZN Consonance Capman GP, LLC 10% A - Grant — +832.5K 432.6K New —
DMI 2021-08-13 2021-08-11 SRZN Consonance Capman GP, LLC 10% P - Purchase — +333.3K 43.0K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2021-08-11 A A 371,100 — 371,100 I By Consonance Capital Opportunity Master Fund, LP — — (F1) On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F2) (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". (F7) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. (F8) (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
2 Common Common Stock 2021-08-11 A A 321,928 — 450,828 I By Managed Account — — (F3) Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (F4) (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. (F9) Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
3 Common Common Stock 2021-08-11 A A 926,822 — 1,297,922 I By Consonance Capital Opportunity Master Fund, LP — — (F3) Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (F4) (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. (F7) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. (F8) (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
4 Common Common Stock 2021-08-11 A A 1,248,750 — 1,748,750 I By Consonance Capital Master Account LP — — (F3) Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (F4) (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. (F6) (Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F5) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management.
5 Common Common Stock 2021-08-11 A A 128,900 — 128,900 I By Managed Account — — (F1) On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F2) (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". (F9) Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
6 Common Class A Ordinary Shares 2021-08-11 D D 128,900 — 0 I By Managed Account — — (F1) On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F2) (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". (F9) Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
7 Common Class A Ordinary Shares 2021-08-11 D D 371,100 — 0 I By Consonance Capital Opportunity Master Fund, LP — — (F1) On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F2) (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". (F7) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. (F8) (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
8 Common Common Stock 2021-08-11 A A 500,000 — 500,000 I By Consonance Capital Master Account LP — — (F1) On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F2) (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". (F6) (Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F5) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management.
9 Common Class A Ordinary Shares 2021-08-11 D D 500,000 — 0 I By Consonance Capital Master Account LP — — (F1) On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F2) (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". (F6) (Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F5) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management.
10 Derivative Warrants (right to buy) 2021-08-11 A A 107,309 — 150,275 I By Managed Account $11.50 · — to — 107,416 Common Stock (F3) Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (F4) (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. (F9) Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F10) Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
11 Derivative Warrants (right to buy) 2021-08-11 A A 416,250 — 582,917 I By Consonance Capital Master Account LP $11.50 · — to — 416,666 Common Stock (F3) Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (F4) (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. (F6) (Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F5) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management. (F10) Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
12 Derivative Warrants (right to buy) 2021-08-11 A A 308,940 — 432,640 I By Consonance Capital Opportunity Master Fund, LP $11.50 · — to — 309,250 Common Stock (F3) Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (F4) (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. (F7) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. (F8) (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F10) Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
13 Derivative Warrants (right to buy) 2021-08-11 P A 166,667 — 166,667 I By Consonance Capital Master Account LP $11.50 · — to — 166,667 Common Stock (F10) Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. (F6) (Continued from footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. (F5) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management.
14 Derivative Warrants (right to buy) 2021-08-11 P A 123,700 — 123,700 I By Consonance Capital Opportunity Master Fund, LP $11.50 · — to — 123,700 Common Stock (F10) Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. (F7) Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"). Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. (F8) (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.
15 Derivative Warrants (right to buy) 2021-08-11 P A 42,966 — 42,966 I By Managed Account $11.50 · — to — 42,966 Common Stock (F10) Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. (F9) Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein.