The foregoing descriptions of the Merger Agreement and the Voting Agreement are not intended
to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement and the Voting Agreement, which are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of this Schedule 13D is hereby amended and supplemented by the addition of the following:
(a) and (b) Cambridge Equities beneficially owns, in the aggregate, 40,575,814 shares of Common Stock, representing approximately 37.4%
of the outstanding Common Stock. MP 13 Ventures and Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power with Cambridge Equities over, all shares of Common Stock beneficially owned by Cambridge
Equities.
The Foundation beneficially owns, in the aggregate, 5,618,326 shares of Common Stock, representing approximately 5.2% of the
outstanding Common Stock of the Company. Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power over, all shares of Common Stock beneficially owned by the Foundation.
Dr. Soon-Shiong also beneficially owns 24,650,750 shares of Common Stock, which consists of 23,750,750 shares of Common Stock directly
owned by Dr. Soon-Shiong and an option to purchase 900,000 shares of Common Stock held by Dr. Soon-Shiong that is fully vested. Dr. Soon-Shiong has the sole power to vote or direct the vote, and the sole power to dispose or direct the
disposition, of all such 24,650,750 shares of Common Stock.
As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the
aggregate, 70,844,890 shares of Common Stock, representing approximately 64.7% of the outstanding Common Stock of the Issuer.
For
purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of Common Stock beneficially owned by the Reporting Person, divided by (y) the sum of (i) 108,596,551 shares of Common Stock outstanding as of
December 18, 2020 as provided by the Issuer, and (ii) in the case of Dr. Soon-Shiong only, an option to purchase 900,000 shares of Common Stock held by Dr. Soon-Shiong that is fully vested.
(c) None.
(d) To the knowledge
of the Reporting Persons, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is hereby amended
and supplemented by the addition of the following:
The information set forth in Item 4 of this Schedule 13D is incorporated herein by
reference.
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