As filed with the Securities and Exchange Commission on August 31, 2018

Registration No. 333-217320

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1 ON FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AERPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2834		61-1547850
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

9987 Carver Road

Cincinnati, OH 45242

(513) 985-1920

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Stephen Hoffman

Chief Executive Officer

Aerpio Pharmaceuticals, Inc.

9987 Carver Road

Cincinnati, OH 45242

(513) 985-1920

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Kingsley L. Taft, Esq.

Danielle Lauzon, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Telephone: (617) 570-1000

 

 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement.

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☒
Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

On April 14, 2017, Aerpio Pharmaceuticals, Inc. filed a registration statement with the Securities and Exchange Commission, or the SEC, on Form S-1 (Registration No. 333-217320). The registration statement was declared effective by the SEC on June 23, 2017 to initially register for resale by the selling stockholders identified in the Form S-1 prospectus an aggregate of 27,367,117 shares of the registrant’s common stock, par value $0.0001 per share. A portion of these shares were privately issued to the selling stockholders on March 15, 2017 in exchange for shares of Aerpio Therapeutics, Inc., a Delaware corporation, which became our wholly-owned subsidiary on March 15, 2017, a portion are held by the pre-Merger stockholders of Zeta Acquisition Corp. II, a portion were issued through a private placement offering on March 15, 2017, and a portion are issuable upon exercise of warrants to purchase shares of common stock that we issued to the placement agents in connection with the private placement offering. This Post-Effective Amendment No. 1 to Form S-1 on Form S-3 is being filed by the registrant to convert the Form S-1 into a registration statement on Form S-3, and contains an updated prospectus relating to the offering and sale of the shares that were registered for resale on the Form S-1.

No additional securities are being registered under this Post-Effective Amendment No. 1 on Form S-3. All applicable registration and filing fees were paid at the time of the original filing of the registration statement on April 14, 2017.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

Subject to completion, dated August 31, 2018

 

Aerpio Pharmaceuticals, Inc.

 

 

27,367,117 Shares

Common Stock

 

 

This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 27,367,117 shares of common stock, par value $0.0001 per share. A portion of these shares were privately issued to the selling stockholders on March 15, 2017 in exchange for shares of Aerpio Therapeutics, Inc., a Delaware corporation, which became our wholly-owned subsidiary on March 15, 2017, a portion are held by the pre-Merger stockholders of Zeta Acquisition Corp. II, a portion were issued through a private placement offering on March 15, 2017, and a portion are issuable upon exercise of warrants to purchase shares of common stock that we issued to the placement agents in connection with the private placement offering. We will not receive any proceeds from the sale of these shares by the selling stockholders. The selling stockholders may sell the shares as set forth herein under “Plan of Distribution.” For a list of the selling stockholders, see the section entitled “Selling Stockholders” on page 10. We have borne and will continue to bear the costs relating to the registration of these shares.

Our common stock is traded on the Nasdaq Capital Market under the symbol “ARPO.” On August 27, 2018, the closing sale price of our common stock on the Nasdaq Capital Market was $3.43 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined under the federal securities laws, and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

The securities offered by this prospectus involve a high degree of risk.

See “Risk Factors” beginning on page 6.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is     , 2018.

Table of Contents

 

		Page
Cautionary Statement Regarding Forward-Looking Statements			1
Prospectus Summary			2
Risk Factors			6
Use of Proceeds			6
Description of Capital Stock			7
Selling Stockholders			10
Plan of Distribution			17
Legal Matters			19
Experts			19
Where You Can Find More Information			19
Incorporation of Certain Documents by Reference			20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, which we refer to as the Exchange Act. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend” and similar words or phrases. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Accordingly, these statements involve estimates, assumptions, risks and uncertainties, including the risks discussed in the section entitled “Risk Factors,” that could cause actual results to differ materially from those expressed in them. You should not place undue reliance on these forward-looking statements. Although forward-looking statements reflect management’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include, but are not limited to, statements about:

 

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the initiation, timing, progress and results of our research and development programs and future preclinical and clinical studies;

 

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our ability to advance any product candidates into, and successfully complete, clinical studies and obtain regulatory approval for them;

 

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the timing or likelihood of regulatory filings and approvals;

 

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the commercialization, marketing and manufacturing of our product candidates, if approved;

 

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the pricing and reimbursement of our product candidates, if approved;

 

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the rate and degree of market acceptance and clinical utility of any products for which we receive marketing approval;

 

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the implementation of our strategic plans for our business, product candidates and technology;

 

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the scope of protection we have and are able to establish and maintain for intellectual property rights covering our product candidates and technology;

 

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our expectations related to the use of proceeds from this offering and our existing cash resources, and estimates of our expenses, future revenues, capital requirements and our needs for additional financing;

 

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our ability to maintain and establish collaborations, as well as the expected benefits from such collaborations;

 

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our financial performance;

 

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developments relating to our competitors and our industry, including the impact of government regulation; and

 

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other risks and uncertainties, including those listed under the caption “Risk Factors” in this prospectus or any other documents incorporated by reference in this prospectus.

Discussions containing these forward-looking statements may be found throughout this prospectus. Forward-looking statements speak only as of the date the statements are made. We undertake no obligation to update the forward-looking statements or to reflect events or circumstances after the date of this document. The risks discussed in this prospectus should be considered in evaluating our prospects and future financial performance.

 

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that should be considered before investing in our common stock. Before making an investment decision, investors should carefully read the entire prospectus, paying particular attention to the risks referred to under the headings “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and our financial statements and the notes to those financial statements. As used in this prospectus, unless the context requires otherwise, the terms “Company,” “we,” “our” and “us” refer to Aerpio Pharmaceuticals, Inc.

Overview

We are a biopharmaceutical company focused on advancing first-in-class treatments for ocular disease. Our lead product candidate, AKB-9778, a small molecule activator of the Tie2 pathway, is being developed for the treatment of non-proliferative diabetic retinopathy, or NPDR, a disease characterized by progressive compromise of blood vessels in the back of the eye. The Tie2 receptor is expressed almost exclusively in endothelial cells (cells that line the inside of blood vessels) and its activity is essential for maintaining vascular stability and preventing blood vessel compromise associated with diabetes. We have completed a Phase 2a trial of AKB-9778 in 144 patients with diabetic eye disease. Based on the results from this trial, we believe AKB-9778 has the potential to slow down or possibly reverse the damage to blood vessels caused by diabetes. In contrast to marketed treatments for NPDR that are administered by a physician via intraocular injection, we intend to deliver AKB-9778 systemically by self-administered subcutaneous injection, similar to insulin. We believe that this delivery method provides an opportunity to treat diabetic eye disease at an earlier stage and reduces the likelihood of developing vision-threatening complications.

In June 2017, we initiated a 48-week, double-masked, Phase 2b clinical trial, which we refer to as TIME-2b, in patients with NPDR who have not developed more serious complications such as diabetic macular edema, or DME, or proliferative diabetic retinopathy, or PDR. The TIME-2b study is a double-masked, placebo-controlled multi-center trial that is currently on-going and has enrolled 167 patients randomized evenly to receive either AKB-9778 15 mg subcutaneously once daily, AKB-9778 15 mg subcutaneously twice daily or placebo for a 48-week treatment period. The primary endpoint of the TIME-2b study is the percentage of patients who improve by at least 2 steps in DR Severity Score, or DRSS in the study eye. We expect to report top line results of the Phase 2b clinical trial in the second quarter of 2019.

Compromise of Tie2 function is also implicated in other vascular complications of diabetes. We believe systemic treatment with AKB-9778 may address some of the most debilitating of these complications, including diabetic nephropathy. If we are successful in developing and commercializing AKB-9778 for NPDR, we may conduct clinical trials to evaluate AKB-9778’s potential to reduce or delay the need for kidney dialysis.

In addition to diabetic vascular disease, existing preclinical and clinical evidence suggest the potential of AKB-9778 for reducing intraocular pressure in primary open angle glaucoma, or POAG, and ocular hypertension. We plan to initiate a Phase 1b clinical trial in the second quarter of 2019 to evaluate AKB-9778, administered via topical eye drops, for POAG and, if we observe positive results, we expect to initiate a Phase 2 program for this indication.

In June 2018, we licensed AKB-4924, a selective stabilizer of hypoxia-inducible factor-1 alpha, or HIF-1 alpha to Gossamer Bio, Inc. AKB-4924 is being developed for the treatment of inflammatory bowel disease. HIF-1 alpha is involved in mucosal wound healing and the reduction of inflammation in the gastrointestinal tract. We have completed a single ascending dose clinical trial in healthy volunteers for AKB-4924 and initiated a multiple ascending dose, or MAD study in the second quarter of 2018. Gossamer is responsible for all remaining development and commercial activities for AKB-4924.

ARP-1536, our humanized monoclonal antibody directed at the same target as AKB-9778, is in preclinical development. We are evaluating development options for ARP-1536, including subcutaneous injection for the treatment of diabetic vascular complications and intravitreal injection for the treatment of advanced diabetic eye disease such as DME or PDR.

Risks Associated with Our Business

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. These risks include the following:

 

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We have incurred significant losses since inception and anticipate that we will continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability;

 

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We will require substantial additional financing. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts;

 

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We depend heavily on the success of one product candidate, AKB-9778, which is in Phase 2 clinical development. Even if we obtain favorable clinical results, we may not be able to obtain regulatory approval for, or successfully commercialize, AKB-9778;

 

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We have not obtained agreement with the FDA, EMA or other regulatory authorities on the design of our Phase 3 development program;

 

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Clinical drug development is a lengthy and expensive process with an uncertain outcome, and positive results from Phase 1 and Phase 2a clinical trials of AKB-9778 are not necessarily predictive of the results of our completed and any future clinical trials of AKB-9778. If we cannot replicate the positive results from our Phase 1 and Phase 2a clinical trials of AKB-9778 in our ongoing and subsequent clinical trials, we may be unable to successfully develop, obtain regulatory approval for and commercialize AKB-9778;

 

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We may experience delays in our planned Phase 2b clinical trial for AKB-9778 and we do not know whether planned clinical trials will begin on time, need to be redesigned, enroll patients on time or be completed on schedule, if at all;

 

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We rely on third parties to conduct preclinical studies and clinical trials for our product candidates, and if they do not properly and successfully perform their obligations to us, we may not be able to obtain regulatory approvals for our product candidates;

 

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We may not be successful in establishing and maintaining strategic collaborations, which could adversely affect our ability to develop and commercialize our product candidates, negatively impacting our operating results;

 

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If our efforts to protect our proprietary technologies are not adequate, we may not be able to compete effectively in our market;

 

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Our future commercial success depends upon attaining significant market acceptance of our product candidates, if approved, among physicians, patients, third-party payors and others in the medical community;

 

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Our independent registered public accounting firm has identified a material weakness in our internal control over financial reporting which will require remediation; and

 

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Our shareholders will have limited ability to influence corporate matters because a small number of our existing shareholders hold a significant amount of our outstanding common stock.

Reverse Merger, Private Placement Offering and the Selling Stockholders

We were incorporated as Zeta Acquisition Corp. II in the State of Delaware on November 16, 2007. Prior to the Merger (as defined below), we were a “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). On March 15, 2017, we changed our name to Aerpio Pharmaceuticals, Inc. by filing a Certificate of Amendment to our Certificate of Incorporation. On March 3, 2017, our board of directors, and on March 10, 2017, our pre-Merger (as defined below) stockholders, approved an amended and restated certificate of incorporation, which, among other things, increased our authorized capital stock to 300,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

On March 15, 2017, our wholly-owned subsidiary, Aerpio Acquisition Corp., a corporation formed in the State of Delaware on March 3, 2017, or the Acquisition Sub, merged with and into Aerpio Therapeutics, Inc., a corporation incorporated on November 17, 2011 in the State of Delaware referred to herein as Aerpio. Pursuant to this transaction, or the Merger, Aerpio was the surviving corporation and became our wholly-owned subsidiary. All of the outstanding capital stock of Aerpio was converted into shares of our common stock.

As a result of the Merger, we acquired the business of Aerpio and will continue the existing business operations of Aerpio as a public reporting company under the name Aerpio Pharmaceuticals, Inc. Immediately after the effective time of the Merger, on March 15, 2017, Aerpio converted into a Delaware limited liability company by the filing of a Certificate of Conversion with the Secretary of State of the State of Delaware, which we refer to as the Conversion.

Immediately following the Conversion, the pre-Merger stockholders of Zeta Acquisition Corp. II surrendered for cancellation 4,000,000 of the 5,000,000 shares of the outstanding Common Stock of Zeta Acquisition Corp. II. We refer to these transactions as the Share Cancellation. Following the Share Cancellation, on March 15, 2017, we closed a private placement offering, or the Offering, of 8,049,555 shares of our Common Stock, at a purchase price of $5.00 per share.

The issuance of shares of our common stock in the Merger and in the Offering was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Regulation D promulgated thereunder. This prospectus relates to the sale or other disposition from time to time of up to 27,367,117 shares of our common stock issued in the Merger and in the Offering that are held by the selling stockholders named in this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

 

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act of 2002, or Sarbanes-Oxley Act;

 

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years after the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act, which was our registration statement on Form S-1 that we filed in April 2017. However, if certain events occur prior to the end of such five year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.07 billion or we issue more than $1 billion of non-convertible debt in any three year period, we would cease to be an emerging growth company prior to the end of such five year period.

We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of certain of the reduced disclosure obligations regarding executive compensation in this registration statement and may elect to take advantage of other reduced burdens in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

 

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Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this extended transition period for complying with new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available to smaller reporting companies.

Our Corporate Information

Our corporate headquarters are located at 9987 Carver Road, Cincinnati, Ohio 45242, and our telephone number is (513) 985-1920. We maintain a website at www.aerpio.com, to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities and Exchange Commission, or SEC, will be available free of charge through the website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained in our website does not constitute a part of this prospectus or our other filings with the SEC.

All brand names or trademarks appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.

 

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THE OFFERING

 

Common Stock Offered by the Selling Stockholders		27,367,117 shares (including 317,562 shares of common stock issuable upon the exercise of warrants to purchase common stock held by certain selling stockholders).
Common Stock Outstanding:		40,579,857 shares.
Use of Proceeds		We will not receive any proceeds from the sale of the shares of common stock offered by the selling stockholders.
Plan of Distribution		The selling stockholders named in this prospectus, or their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may resell their shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions, or commissions. For additional information on the methods of sale that may be used by the selling stockholders, see “Plan of Distribution.”
Nasdaq Capital Market symbol		ARPO
Dividend Policy		We do not expect to pay any dividends on our common stock for the foreseeable future.
Risk Factors		You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Unless otherwise noted, the number of shares of our common stock outstanding prior to and after this offering is based on 40,579,857 shares outstanding as of August 14, 2018, and excludes:

 

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3,356,779 shares of common stock issuable upon the exercise of options outstanding as of August 14, 2018 at a weighted average exercise price of $3.72 per share;

 

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2,962,062 shares of common stock reserved for future issuance under our incentive award plan; and

 

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317,562 shares of our common stock issuable upon the exercise of a warrant at $5.00 per share.

 

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RISK FACTORS

Investment in any securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

USE OF PROCEEDS

We are registering these shares in order to satisfy registration rights we have granted to the selling stockholders. We will not receive any proceeds from the resale of any of the shares offered by this prospectus by the selling stockholders.

 

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DESCRIPTION OF CAPITAL STOCK

The following description of our common stock and preferred stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this prospectus. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, which are exhibits to the registration statement of which this prospectus forms a part, and by applicable law. The terms of our common stock and preferred stock may also be affected by Delaware law.

General

Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

As of August 14, 2018, there were 40,579,857 shares of common stock outstanding and no shares of preferred stock outstanding. As of March 31, 2018, we had approximately 244 record holders of our capital stock.

Common Stock

The holders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding share of common stock is duly and validly issued, fully paid and non-assessable.

Preferred Stock

Shares of preferred stock may be issued from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by our board of directors prior to the issuance of any shares thereof. Preferred stock will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the board of directors prior to the issuance of any shares thereof. Subject to the terms of any preferred stock designation that we may adopt from time to time, the number of authorized shares of preferred stock may be decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a supermajority (66 2/3%) of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of the directors, voting together as a single class, plus a supermajority (66 2/3%) of the voting power of the outstanding shares of each class entitled to vote thereon as a class.

While we do not currently have any plans for the issuance of additional preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until the board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include:

 

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Restricting dividends on the common stock;

 

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Diluting the voting power of the common stock;

 

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Impairing the liquidation rights of the common stock; or

 

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Delaying or preventing a change in control of our company without further action by the stockholders.

Other than in connection with shares of preferred stock (as explained above), which preferred stock is not currently designated nor contemplated by us, we do not believe that any provision of our amended and restated certificate of incorporation or bylaws would delay, defer or prevent a change in control.

Warrants

In connection with the private placement offering in March 2017, we agreed to issue to Raymond James & Associates, Inc., National Securities Corporation and Katalyst Securities LLC, each a U.S. registered broker-dealer, warrants to purchase up to an aggregate of 317,562 shares of common stock, with a term of three years and an exercise price of $5.00 per share, which we refer to as the Placement Agent Warrants. The Placement Agent Warrants contain customary provisions for adjustment in the event of stock splits, subdivision or combination, mergers, etc.

Registration Rights

Registration Rights Agreement

In connection with the Merger and the Offering, we entered into a Registration Rights Agreement, pursuant to which we filed a registration

 

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statement with the SEC, or the Registration Statement, covering (a) the shares of common stock issued in the Offering, (b) the shares of common stock issuable upon exercise of the Placement Agent Warrants, (c) the shares of common stock issued in exchange for the equity securities of Aerpio outstanding prior to the Merger and (d) 1,000,000 shares of common stock, or collectively, the Registrable Shares. If we fail to maintain the Registration Statement continuously effective as to all Registrable Shares included in such Registration Statement or the holders of Registrable Shares cannot use the Registration Statement to resell the Registrable Shares for a period of more than 15 trading days (other than suspension of the Registration Statement in connection with its post-effective amendment in connection with filing our Annual Report on Form 10-K for the time reasonably required to respond to any comments from the SEC or during a permitted blackout period as described in the Registration Rights Agreement), we will make payments to each holder of Registrable Shares as monetary penalties at a rate equal to 12% of the Offering Price per annum for each share affected during the period; provided, however, that in no event will the aggregate of any such penalties exceed 5% of the Offering Price per share. No monetary penalties will accrue after the Registrable Shares may be resold without volume or other limitations under Rule 144 or another exemption from registration under the Securities Act.

We must keep the Registration Statement effective for five years from the date it is declared effective by the SEC or until (i) the Registrable Shares have been sold in accordance with such effective Registration Statement or (ii) the Registrable Shares have been previously sold in accordance with Rule 144. We must comply with the informational requirements of Rule 144 so long as any shares of common stock issued in the Offering are subject to Rule 144, regardless of whether we are subject to filing requirements under the Exchange Act.

We will pay all expenses in connection with any registration obligation provided in the Registration Rights Agreement, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the fees and disbursements of our counsel and of our independent accountants and reasonable fees and disbursements of counsel to the investors. Each investor will be responsible for its own sales commissions, if any, transfer taxes and the expenses of any attorney or other advisor such investor decides to employ.

Aerpio Registration Rights Agreement

In addition, we entered into a separate registration rights agreement with certain of the pre-Merger stockholders of Aerpio and their affiliates, which we refer to as the Aerpio Registration Rights Agreement. The rights granted to such stockholders under the Aerpio Registration Rights Agreement take effect following such time as the Registration Statement described above no longer remains effective. The holders of 17,544,908 shares of our common stock are entitled to rights with respect to the registration of these securities under the Securities Act. The Aerpio Registration Rights Agreement includes demand registration rights, short-form registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations under this agreement will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

Following the date on which the Aerpio Registration Rights Agreement takes effect, we will be required, upon the written request of the holders of 30% of the registrable securities under the Aerpio Registration Rights Agreement, to file a registration statement on Form S-1 (if Form S-3 is not then available to us to use) and use commercially reasonable efforts to effect the registration of all or a portion of these shares for public resale. We are required to effect only two registrations pursuant to this provision of the Aerpio Registration Rights Agreement. In addition, if we are eligible to file a registration statement on Form S-3, upon the written request of the holders of at least 20% of the registrable securities, we will be required to use commercially reasonable efforts to effect a registration of such shares. We are required to effect only two registrations in any twelve month period pursuant to this provision of the Aerpio Registration Rights Agreement. The right to have such shares registered on Form S-3 is further subject to other specified conditions and limitations. If we register any of our securities either for our own account or for the account of other security holders, the holders of these shares are entitled to include their shares in the registration. Subject to certain exceptions contained in the Aerpio Registration Rights Agreement, we and the underwriters may limit the number of shares included in the underwritten offering to the number of shares which we and the underwriters determine in our sole discretion will not jeopardize the success of the offering. The Aerpio Registration Rights Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Anti-Takeover Effects of Delaware Law and Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Some provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the price of our common stock.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a person deemed an “interested stockholder” from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date such person becomes an interested stockholder unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together

 

8

with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, such as discouraging takeover attempts that might result in a premium over the price of our common stock.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Special Stockholder Meetings

Our bylaws provide that a special meeting of stockholders may be called only by a majority of our board of directors then in office.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

Elimination of Stockholder Action by Written Consent

Our certificate of incorporation eliminates the right of stockholders to act by written consent without a meeting.

Classified Board; Election and Removal of Directors

Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of our common stock outstanding will be able to elect all of our directors. In addition, our directors may not be removed without cause, and removal of our directors for cause will require a supermajority (66 2/3%) stockholder vote. For more information on the classified board of directors, see the section titled “Management—Board Composition.” This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Choice of Forum

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, then the United States District Court for the District of Delaware) will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

Amendment of Charter and Bylaw Provisions

The amendment of any of the above provisions in our amended and restated certificate of incorporation and bylaws, except for the provision making it possible for our board of directors to issue convertible preferred stock, would require a supermajority (66 2/3% and majority of the minority, if applicable) stockholder vote.

Sale or Liquidation

Our amended and restated certificate of incorporation includes provisions that require the approval of a supermajority (66 2/3% and majority of the minority, if applicable) vote of the outstanding shares of our capital stock in order to consummate a liquidation event.

The provisions of the Delaware General Corporation Law, our amended and restated certificate of incorporation and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Stock Exchange Listing

Our common stock is listed on the Nasdaq Capital Market under the symbol “ARPO.”

 

9

SELLING STOCKHOLDERS

This prospectus covers the resale from time to time by the selling stockholders identified in the table below of up to an aggregate of 27,367,117 shares of our common stock. The selling stockholders acquired our securities pursuant to the Merger, the Share Cancellation and the Offering and, with respect to 317,562 shares underlying warrants to purchase shares of our Common Stock, in connection with their services as placement agents for the Offering. We will not receive any proceeds from the resale of the common stock by the selling stockholders.

Pursuant to the registration rights agreement we entered into with the selling stockholders in connection with these transactions, we have filed with the SEC the registration statement of which this prospectus forms a part in order to register such resales of our common stock under the Securities Act. We have also agreed to cause this registration statement to become effective and to keep such registration statement effective within and for the time periods set forth in the registration rights agreement.

The selling stockholders identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares of Common Stock Being Offered in this Offering” in the table below. The table below has been prepared based upon information furnished to us by the selling stockholders. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.

The following table sets forth the name of each selling stockholder and the number of shares of our common stock beneficially owned by the stockholder before this offering. The number of shares disclosed in the table below as beneficially owned are those beneficially owned as determined under the rules of the SEC. Such information is not necessarily indicative of ownership for any other purpose. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. In computing the number of shares beneficially owned by a selling stockholder and the percentage of ownership of that selling stockholder, shares underlying options or warrants held by that selling stockholder that are convertible or exercisable, as the case may be, within 60 days of August 14, 2018 are included. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other selling stockholder.

 

		Shares Owned Before the Offering								Shares Being Offered				Shares Owned After the Offering
Name of Selling Stockholders		(#)				(%)(1)				(#)				(#)(1)(2)				(%)(1)(2)
3700 Bigelow Boulevard LLC			10,000				*				10,000				—				*
Abdus Satter(3)			8,040				*				8,040				—				*
ABG Innovation- SO Ltd			400,000				*				400,000				—				*
Achyut Sahasrabudhe			20,000				*				20,000				—				*
Adam Saitman			10,000				*				10,000				—				*
AddSamDev Family LLC			5,000				*				5,000				—				*
Adrienne Graves			13,192				*				13,192				—				*
Aerpio Angels, LLC			253,056				*				253,056				—				*
AgeChem Venture Fund L.P.			47,655				*				47,655				—				*
Alan Fishman			14,219				*				14,219				—				*
Alan J. Young Profit Sharing Plan			10,000				*				10,000				—				*
Albert Gentile & Hiedi Gentile			10,000				*				10,000				—				*
Alexander J. Brown Trust DTD Apr 11 1996			15,000				*				15,000				—				*
Allen Chase Foundation-Special Investment Account			2,000				*				2,000				—				*
Allen O. Cage Jolaine Cage			10,000				*				10,000				—				*
Andrew Brenner			5,000				*				5,000				—				*
Anna Kotsakis Ruehlmann			1,413				*				1,413				—				*
Athenian Venture Partners III L.P.			381,324				*				381,324				—				*
AVP Ohio Technology I L.P.			219,820				*				219,820				—				*
Barbara Withers			29,027				*				29,027				—				*
Barratt L. Phillips			15,000				*				15,000				—				*
Barry D. Chandler & Diane E. Chandler			10,000				*				10,000				—				*
Barry Donner			15,000				*				15,000				—				*
Bisgaier Family LLC			20,000				*				20,000				—				*
Blue Ocean LLC			10,000				*				10,000				—				*
Boost Ventures, Inc.			2,911				*				2,911				—				*

 

10

Brandi L. Soldo			20,152				*				20,152				—				*
Brent L. Mills			10,000				*				10,000				—				*
Brett House			10,000				*				10,000				—				*
Brett L. Beckfield			10,000				*				10,000				—				*
Brian V. Skillern			10,000				*				10,000				—				*
Brian Walker			7,915				*				7,915				—				*
Bruce Locker			15,000				*				15,000				—				*
Bruce Seyburn			5,000				*				5,000				—				*
Capretti Grandi LLC			10,000				*				10,000				—				*
Castellini Management Company L.P.			97,396				*				97,396				—				*
Charles Hill			10,000				*				10,000				—				*
Charles K. Eby Trust			15,000				*				15,000				—				*
Charles W. Matthews			10,000				*				10,000				—				*
Charlotte S. Hartman			23,144				*				23,144				—				*
Christopher Ernst			25,111				*				25,111				—				*
Christopher Guttilla & Anna Guttilla			30,000				*				30,000				—				*
Christopher L. Fister			21,642				*				21,642				—				*
CincyTech Fund I, LLC			52,806				*				52,806				—				*
Cindy Flinn			9,753				*				9,753				—				*
Clayton A. Struve			20,000				*				20,000				—				*
Clearwater Partners, LLC			20,000				*				20,000				—				*
Clint N. Duty			10,000				*				10,000				—				*
Collar Ltd.			14,890				*				14,890				—				*
Craig Denis Fishman & Lisa E. Fishman			10,000				*				10,000				—				*
Craig Whited			10,000				*				10,000				—				*
D & J Managers LLC			10,000				*				10,000				—				*
Daniel M. Carney			20,000				*				20,000				—				*
Daniel P. Wikel			10,000				*				10,000				—				*
Daniel Pan & Stefany Pan			2,000				*				2,000				—				*
Daniel Pietro & Annette Pietro			10,000				*				10,000				—				*
Daniel Salvas			15,000				*				15,000				—				*
Dapesa Corp			10,000				*				10,000				—				*
David J. Prystash & Lisa J. Prystash			15,000				*				15,000				—				*
David K. Herzog			10,000				*				10,000				—				*
David M. Laurenson			10,000				*				10,000				—				*
David M. Swersky			10,000				*				10,000				—				*
David Moore			10,000				*				10,000				—				*
David P. Bacon & Lucia Warner Bacon			10,000				*				10,000				—				*
David S. Safran & Susan Safran			10,000				*				10,000				—				*
Dennis L. Ross Living Trust			20,000				*				20,000				—				*
Dhaval Desai			75,342				*				75,342				—				*
Diane H. Janusz Trust			4,237				*				4,237				—				*
DJDDT Properties LLC			10,000				*				10,000				—				*
Doreen Mermelstein & Tod Marvin Mermelstein			10,000				*				10,000				—				*
Dov S Rosenberg			205				*				205				—				*
Dover Street VII L.P.			704				*				704				—				*
Doverhill Partners LLC			20,000				*				20,000				—				*
Dr. Larry Burton			10,000				*				10,000				—				*
Duane H. Mathiowetz			10,000				*				10,000				—				*

 

11

Duane Nash			38,354				*				38,354				—				*
Duncan M. Scott			20,000				*				20,000				—				*
Dyke Rogers			10,000				*				10,000				—				*
Dyke Rogers 2011 Children’s Trust DTD Dec 2 2011			12,000				*				12,000				—				*
Equus Holdings (HK) Limited			5,000				*				5,000				—				*
Ermest S. Riling			10,000				*				10,000				—				*
Ernest W. Moody Revocable Trust dtd Jan 14, 2009			100,000				*				100,000				—				*
F&M Star Alliance Inc.			5,000				*				5,000				—				*
FBO Linoleum City, Inc. M/P/P UTA DTD 12-28-97			10,000				*				10,000				—				*
FirstFire Global Opportunities Fund LLC			40,000				*				40,000				—				*
Fish Creek Partners LLC			40,000				*				40,000				—				*
Four Jr. Investment Ltd			10,000				*				10,000				—				*
Fred Couples			20,000				*				20,000				—				*
Fred Harried & Cindy A. Harried			10,000				*				10,000				—				*
Fred J. Stifter & Regina Tozar Stifter			10,000				*				10,000				—				*
Fred Shalwitz Trust			4,972				*				4,972				—				*
Fred W. Bakker-Arkema & Rebecca W. Bakker-Arkema			7,000				*				7,000				—				*
Gayla W. Carney			10,000				*				10,000				—				*
Gene Ng			4,462				*				4,462				—				*
Geoffrey K. Beach			10,000				*				10,000				—				*
Gerald R. Salerno			10,000				*				10,000				—				*
Gerald T. Aaron Living Trust			15,000				*				15,000				—				*
Gibralt Capital Corporation			50,000				*				50,000				—				*
Grant Beglan			10,000				*				10,000				—				*
H. Alan Gocha			10,000				*				10,000				—				*
Harbourvest Partners VIII-Venture Fund L.P.			1,254				*				1,254				—				*
Harbourvest VII-Venture Ltd			242				*				242				—				*
Harry E. Tyler Trust			10,000				*				10,000				—				*
Ian A.W. Howes			38,796				*				38,796				—				*
Ian A.W. Howes, IRA, Sterling Trust Custodian			9,608				*				9,608				—				*
Ian Jacobs			55,000				*				55,000				—				*
IndoAmerican Trading, Inc.			10,000				*				10,000				—				*
Iroquis Master Fund Ltd			20,000				*				20,000				—				*
Iroquois Capital Investment Group, LLC			40,000				*				40,000				—				*
Irwin Blitt Rev. Trust DTD 1.28.79			40,000				*				40,000				—				*
Isaiah Shalwitz			5,038				*				5,038				—				*
Jaime Vieser			100,000				*				100,000				—				*
James Edwards			10,000				*				10,000				—				*
James F. Holmes			20,000				*				20,000				—				*
James Kevin Snyder			10,000				*				10,000				—				*
James Nealis			10,000				*				10,000				—				*
James R. Grier III Carolyn E. Grier			10,000				*				10,000				—				*
James R. Riggins Trust DTD 4/24/2012			10,000				*				10,000				—				*
Jay Holmes			10,000				*				10,000				—				*
Jay Miselis			10,000				*				10,000				—				*
Jay Zises			70,000				*				70,000				—				*
Jeff Phipps			50,000				*				50,000				—				*
Jennifer Bonfrisco			25,449				*				25,449				—				*
Jeremy J. Klein			10,000				*				10,000				—				*
Jerry J. Sokol			10,000				*				10,000				—				*
Jessica Greenfield			5,000				*				5,000				—				*
Jim G. Melton			20,000				*				20,000				—				*
John C. Geraci			20,000				*				20,000				—				*
John D. Brocklehurst			40,000				*				40,000				—				*
John E. Bishop			10,000				*				10,000				—				*
John H. Pomeroy & Jyl E. Pomeroy			15,000				*				15,000				—				*
John H. Wyant			15,355				*				15,355				—				*
John J. Todd			15,000				*				15,000				—				*

 

12

John Janusz			31,436				*				31,436				—				*
John Olsen			10,000				*				10,000				—				*
John V. & Michelle Kay Family Trust			10,000				*				10,000				—				*
John V. Wagner, Jr.			10,000				*				10,000				—				*
Jonathan & Gina Blatt Childrens’ Trust UA 02.20.2002			3,000				*				3,000				—				*
Jonathan Blatt & Gina Blatt			5,000				*				5,000				—				*
Joseph Aikins			10,000				*				10,000				—				*
Joseph C. Poggio &			10,000				*				10,000				—				*
Joseph F. Lord III			15,000				*				15,000				—				*
Joseph Gardner(4)			593,019				1.4	%			593,019				—				*
Joseph H. Alhadeff			10,000				*				10,000				—				*
Joseph Schump			40,000				*				40,000				—				*
Jules P. Devigne			10,000				*				10,000				—				*
Justin Keener d/b/a JMJ Financial			60,000				*				60,000				—				*
Kadi Family Trust DTD 8.31.06			6,000				*				6,000				—				*
Kearny Venture Partners Entrepreneurs Fund, L.P.(5)			32,051				*				32,051				—				*
Kearny Venture Partners, L.P.(5)			1,571,475				3.9	%			1,571,475				—				*
Keith Murphy			50,000				*				50,000				—				*
Kevin Mack			10,000				*				10,000				—				*
Kevin Peters(6)			320,536				*				320,536				—				*
Kevin Stadler			10,000				*				10,000				—				*
Kraig Ecker			10,000				*				10,000				—				*
Laura Gambino			29,027				*				29,027				—				*
Laurence Zalk			40,000				*				40,000				—				*
Lawrence Coolidge			20,000				*				20,000				—				*
Lee Harrison Corbin			15,000				*				15,000				—				*
Leonard Samuels & Leah Kaplan-Samuels			6,000				*				6,000				—				*
Leslie Walter			10,000				*				10,000				—				*
Lester Petracca			40,000				*				40,000				—				*
Lies Holdings LLC			10,000				*				10,000				—				*
Lina Kay			27,600				*				27,600				—				*
Lindsay A. Rosenwald			10,000				*				10,000				—				*
Mark Brand			10,000				*				10,000				—				*
Mark N. Jacobson			10,000				*				10,000				—				*
Mark Tompkins			840,000				2.1	%			840,000				—				*
Mark W. Lang & Harriet Goldman-Lang			10,000				*				10,000				—				*
Matthew Morgan Bogust			10,000				*				10,000				—				*
McIlwraith Investments, LLC			15,355				*				15,355				—				*
Megos Trading Corp. Limited			5,000				*				5,000				—				*
Michael Bernstein & Marilyn Bernstein			20,000				*				20,000				—				*
Michael Bigger			10,000				*				10,000				—				*
Michael Bigger Custodian for Andeas Bigger			10,000				*				10,000				—				*
Michael Bigger Custodian for Mathias Bigger			10,000				*				10,000				—				*
Michael Casey			10,000				*				10,000				—				*
Michael J. Spezia			10,000				*				10,000				—				*
Michael L. Tyler & Melanie B. Tyler			10,000				*				10,000				—				*
Michael L. Willis & Sharon D. Willis			5,000				*				5,000				—				*
Michael Mantaky			10,000				*				10,000				—				*
Michael T. Fricke			20,000				*				20,000				—				*
Michael Zimmerman			2,000				*				2,000				—				*
Michelle Wos			5,276				*				5,276				—				*
Millennium Trust Company Custodian FBO Muneer A. Satter IRA(3)			62,141				*				62,141				—				*
Milton Berlinski			224,282				*				224,282				—				*
Mintz and Co.			60,000				*				60,000				—				*
Mitchell K. Antoon, Jr.			8,251				*				8,251				—				*
Montrose Capital Partners Limited			75,000				*				75,000				—				*
MRB ICBC LLC			224,282				*				224,282				—				*

 

13

MRK International, LLC			10,359				*				10,359				—				*
MTAD, LLC			369				*				369				—				*
Muneer A. Satter Revocable Trust(3)			976,568				2.4	%			976,568				—				*
NAP SM Investments LLC			86,573				*				86,573				—				*
Neel B. Ackerman & Martha N. Ackerman			10,000				*				10,000				—				*
Neponsit Properties LLC			20,000				*				20,000				—				*
Norman Liss			100,000				*				100,000				—				*
Normand F. Smith			10,000				*				10,000				—				*
Novartis Bioventures Ltd.(7)			5,805,550				14.3	%			5,805,550				—				*
O. Lynn Roach & Tammy Jane Roach			10,000				*				10,000				—				*
O. Stuart Chase			2,000				*				2,000				—				*
OrbiMed Private Investments V, LP(8)			4,416,446				10.9	%			4,416,446				—				*
Osprey I, LLC			15,000				*				15,000				—				*
Paramount Biosciences LLC			10,000				*				10,000				—				*
Patrick J. Lapone			20,000				*				20,000				—				*
Patti Thomas			10,314				*				10,314				—				*
Paul F. Berlin			10,000				*				10,000				—				*
Paul Sallwasser Teri Kemmerer			10,000				*				10,000				—				*
Paul Tompkins			220,000				*				220,000				—				*
Perry Sutaria			10,000				*				10,000				—				*
QCA First Fund II, LLC			4,932				*				4,932				—				*
QCA First Fund III, LLC			29,074				*				29,074				—				*
R. David Morris			10,000				*				10,000				—				*
Ralph Gitz			20,000				*				20,000				—				*
Randall B. Hall			10,000				*				10,000				—				*
RAQ LLC			10,000				*				10,000				—				*
Revelation TWHVP, LLC(9)			68,322				*				68,322				—				*
Richard A. Buckheim & Susan Bailey			20,000				*				20,000				—				*
Richard Brown			50,000				*				50,000				—				*
Richard C. Eden			40,000				*				40,000				—				*
Richard J. Hall Trust			10,000				*				10,000				—				*
Richard J. Kavanagh			10,000				*				10,000				—				*
Richard Mulkerrins			10,000				*				10,000				—				*
RNW LLC			10,000				*				10,000				—				*
Rob Gile			10,000				*				10,000				—				*
Robert A. Green & Lucina Green			10,000				*				10,000				—				*
Robert Burkhardt			5,000				*				5,000				—				*
Robert C. Sorenson			50,000				*				50,000				—				*
Robert D. Frankel			5,000				*				5,000				—				*
Robert H. Castellini Trust DTD 9/7/82			97,396				*				97,396				—				*
Robert J. Reutter			10,000				*				10,000				—				*
Robert J. Viani			20,000				*				20,000				—				*
Robert Kipperman			10,000				*				10,000				—				*
Robert P. Ramchand			20,000				*				20,000				—				*
Robert R. Crawford Revocable Trust			10,000				*				10,000				—				*
Robert Shalwitz			110,923				*				110,923				—				*
Rogco Management			10,000				*				10,000				—				*
Ronald Bonelli & Annette Bonelli			18,000				*				18,000				—				*
Ronald C. Arndorfor & Joan C. Arndorfer			10,000				*				10,000				—				*
Ronald Dozoretz			90,000				*				90,000				—				*
Ronald L. Asher			10,000				*				10,000				—				*
Russel L. Nowack			10,000				*				10,000				—				*
Salvatore T. Butera Jacqueline Butera			10,000				*				10,000				—				*
Sara Graves			15,471				*				15,471				—				*
Satter Medical Technology Partners, L.P.(3)			1,120,000				2.8	%			1,120,000				—				*
Scott M. Welsh			15,000				*				15,000				—				*
Selig Zises			20,000				*				20,000				—				*
Shalwitz-Feuerstein Revocable Trust DTD 2/10/2011			10,000				*				10,000				—				*
Sid Kresses & Lee Kresses			10,000				*				10,000				—				*
Sigvion Fund 1, LP			10,475				*				10,475				—				*

 

14

SIM—ACWIT Investment Holdings, LLC(3)			31,070				*				31,070				—				*
SIM—GBAHIT Investment Holdings, LLC(3)			8,040				*				8,040				—				*
SIM—KHH Investment Holdings, LLC(3)			31,070				*				31,070				—				*
SIM—RHSIT Investment Holdings, LLC(3)			31,070				*				31,070				—				*
SIM—RSFIT Investment Holdings, LLC(3)			31,070				*				31,070				—				*
SIM—SCT Investment Holdings, LLC(3)			405,764				*				405,764				—				*
SIM—SFT Investment Holdings, LLC(3)			138,930				*				138,930				—				*
Simon Muzio & Enas Muzio			10,000				*				10,000				—				*
SJO Worldwide, LLC			20,000				*				20,000				—				*
Smokeshire Partners LLC			100,000				*				100,000				—				*
Stan Rabinovich			20,000				*				20,000				—				*
Stanton Rowe			30,000				*				30,000				—				*
Stephen Park & Tracy Park			10,000				*				10,000				—				*
Stephen Shumpert			20,000				*				20,000				—				*
Steven C. Nadeau			10,000				*				10,000				—				*
Stuart L. Updegrove & Christine Updegrove			20,000				*				20,000				—				*
Sunstone Partners III LLC			30,000				*				30,000				—				*
The Bahr Family Limited Partnership			10,000				*				10,000				—				*
The Edward J. Mazur Revocable Trust			10,000				*				10,000				—				*
The Gardner Family Trust			116,069				*				116,069				—				*
The Gitana Trust			29,894				*				29,894				—				*
The Procter & Gamble Company			31,267				*				31,267				—				*
The Robert A. Shalwitz and Paula Krasnoff Family Trust			2,009				*				2,009				—				*
The Satter Foundation(3)			398,072				*				398,072				—				*
The Trust of Abraham Schloss UAD 06/15/2011			4,000				*				4,000				—				*
Thiruven Narasimhan			10,000				*				10,000				—				*
Thomas L. duPont			10,000				*				10,000				—				*
Thomas McGurk			5,000				*				5,000				—				*
Thomas Zahavi			10,000				*				10,000				—				*
Tim Elmes			5,000				*				5,000				—				*
Todd Carpenter & Debora Carpenter			10,000				*				10,000				—				*
Tom Giftos			20,000				*				20,000				—				*
Trebbah Ltd.			20,000				*				20,000				—				*
Triathlon Medical Ventures			894,933				2.2	%			894,933				—				*
Tri-State Growth Capital Fund II, L.P.			326,066				*				326,066				—				*
TWHVP SPV, LLC(9)			7,882				*				7,882				—				*
Venture Investors Early Stage Fund IV Limited Partnership(10)			1,576,167				3.9	%			1,576,167				—				*
Veronica Marano Thomas M. Volckening			10,000				*				10,000				—				*
W.F. Miller Revocable Trust			10,000				*				10,000				—				*
White Rock Capital Partners, L.P.			400,000				*				400,000				—				*
William Daly			55,158				*				55,158				—				*
William Haas			10,000				*				10,000				—				*
William M. Huff			10,000				*				10,000				—				*
WS Investment Company, LLC (2016A)			20,727				*				20,727				—				*
WS Investment Company, LLC (2016C)			9,756				*				9,756				—				*
Wuethrich Investments LLC			10,000				*				10,000				—				*
Wyant Family LLC			554				*				554				—				*
Yomi Rodaik			60,000				*				60,000				—				*
Michael Silverman			17,892				*				17,892				—				*
Stephen Renaud			15,092				*				15,092				—				*
Roman Livson			1,984				*				1,984				—				*
Morgan Janssen			2,352				*				2,352				—				*
Peter Janssen			23,968				*				23,968				—				*
EFD Capital Inc.			2,224				*				2,224				—				*
Stuart Updegrove			10,000				*				10,000				—				*
David Morgan			4,220				*				4,220				—				*
Christopher Kazan			1,500				*				1,500				—				*
Eric Hilderbrand			1,000				*				1,000				—				*

 

15