F1The initial Form 4 filed on June 17, 2015 by the Reporting Person contained an exercise price for these warrants of $7.5625. This Form 4/A is being filed to correct the exercise price of the warrants to $7.55.
F2Reflects a 1-for-2.5 reverse stock split effected on June 15, 2015.
F3Securities held of record by Arch Venture Fund VII, L.P. ("ARCH VII"). The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F4The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Gillis owns an interest in ARCH VII but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F5On June 15, 2015, ARCH VII received these warrants to purchase shares of the Issuer's Common Stock in exchange for warrants to purchase 13,454,369 shares of common stock of a private company formerly known as Pulmatrix, Inc. (the "Former Entity") with an exercise price of $0.448266 in connection with the merger of the Former Entity into the Issuer (the "Merger").
F6These warrants are exercisable (the "Initial Exercise Date") upon the earliest to occur of (a) the Issuer entering into a strategic license agreement with a third party related to any of the Issuer's products pursuant to which the Issuer is guaranteed to receive consideration from such third party consisting of cash, marketable securities or a combination thereof having a value of at least $20,000,000 in the aggregate; (b) the Issuer consummating a public or private offering of Common Stock or common stock equivalents resulting in gross proceeds to the Issuer of at least $20,000,000 at a price per share of at least $4.00 per share (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger);
F7(c) the volume weighted average price per share of Common Stock exceeding $5.00 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger) for a period of sixty consecutive trading days and the average daily trading volume exceeds 100,000 (subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar events, but no adjustment shall be made in respect of the Merger) shares of Common Stock per trading day; or (d) a change of control. These warrants expire five years from the Initial Exercise Date.