Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 30315R 107
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13D
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Page 2
of 9
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Coöperatieve Aescap Venture I U.A.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
615,643
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
615,643
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
615,643
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11)
6.8%*
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14.
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Type of Reporting Person (See Instructions)
FI
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* Based on 9,070,418
shares of Common Stock (as defined below) outstanding as of November 20, 2020, as reported in the Company’s (as defined below)
8-K, filed with the Securities and Exchange Commission November 20, 2020.
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Aescap Venture Management B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
615,643
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9.
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Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
615,643
|
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
615,643
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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13.
|
Percent of Class Represented by Amount in Row (11)
6.8%*
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14.
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Type of Reporting Person (See Instructions)
FI
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* Based on 9,070,418
shares of Common Stock (as defined below) outstanding as of November 20, 2020, as reported in the Company’s (as defined below)
8-K, filed with the Securities and Exchange Commission November 20, 2020.
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Patrick Johan Hendrik Krol
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
615,643
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
615,643
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
615,643
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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13.
|
Percent of Class Represented by Amount in Row (11)
6.8%*
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14.
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Type of Reporting Person (See Instructions)
IN
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* Based on 9,070,418
shares of Common Stock (as defined below) outstanding as of November 20, 2020, as reported in the Company’s (as defined below)
8-K, filed with the Securities and Exchange Commission November 20, 2020.
1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Johan Gerhard Bosman
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
The Netherlands
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
615,643
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
615,643
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
615,643
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.8%*
|
14.
|
Type of Reporting Person (See Instructions)
IN
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* Based on 9,070,418
shares of Common Stock (as defined below) outstanding as of November 20, 2020, as reported in the Company’s (as defined below)
8-K, filed with the Securities and Exchange Commission November 20, 2020.
1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Michiel Alexander de Haan
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
|
Sole Voting Power
0
|
8.
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Shared Voting Power
615,643
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9.
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Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
615,643
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
615,643
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
¨
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13.
|
Percent of Class Represented by Amount in Row (11)
6.8%*
|
14.
|
Type of Reporting Person (See Instructions)
IN
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* Based on 9,070,418
shares of Common Stock (as defined below) outstanding as of November 20, 2020, as reported in the Company’s (as defined below)
8-K, filed with the Securities and Exchange Commission November 20, 2020.
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ITEM 1.
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SECURITY AND ISSUER.
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This Statement on Schedule 13D (this “Schedule 13D”)
relates to shares of common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”),
of F-star Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s
principal executive office is Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT UK. Information given in response to each
item shall be deemed incorporated by reference in all other items, as applicable.
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ITEM 2.
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IDENTITY AND BACKGROUND.
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Item
2 (a) – (c). This Schedule 13D is being filed by the following persons: Coöperatieve Aescap Venture I U.A.
(“Fund”), Aescap Venture Management B.V. (“Management”), Patrick Johan Hendrik
Krol (“Krol”), Johan Gerhard Bosman (“Bosman”) and Michiel Alexander de Haan
(“de Haan”). Each of the foregoing persons are sometimes individually referred to herein as a “Reporting
Person” and collectively as the “Reporting Persons.”
The Shares to which this Schedule 13D relates are owned directly
by the Fund. Management is the manager of the Fund. Krol, Bosman and de Haan are the Managing Directors of Management.
The principal business of each of the Reporting Persons is venture
capital investing. The business address and principal executive offices of each of the Reporting Persons are Barbara Strozzilaan
101, 1083 HN Amsterdam, The Netherlands.
Item
2 (d) – (e). During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations
with respect to such laws.
Item
2 (f). The Fund is a cooperative association organized under the laws of The Netherlands. Management is a private company
with limited liability organized under the laws of The Netherlands. Each of Krol, Bosman and de Haan are citizens of The Netherlands.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The information set forth in Item 4 hereof is hereby incorporated
by reference into this Item 3, as applicable.
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ITEM 4.
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PURPOSE OF TRANSACTION.
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Exchange Agreement
As more fully described in the Share Exchange Agreement, dated
as of July 29, 2020 (the “Exchange Agreement”), by and among the Issuer (f/k/a Spring Bank Pharmaceuticals,
Inc.), the entity then known as F-star Therapeutics Limited (“Old F-star”) and the sellers party thereto
(the “Sellers”), the ordinary shares of Old F-star were exchanged for shares of the Issuer’s common
stock as contemplated by the Exchange Agreement (the “Transaction”).
Pursuant to the Exchange Agreement, each ordinary share of Old
F-star outstanding immediately prior to the closing of the Transaction (the “Closing”) was exchanged by the
Seller that owns such Old F-star shares for such number of duly authorized, validly issued, fully paid and non-assessable shares
of Company common stock as is equal to the exchange ratio formula determined pursuant to the Exchange Agreement (the “Exchange
Ratio”) and, as a result, the Issuer became F-star Therapeutics, Inc. Also on November 20, 2020, in connection with,
and prior to completion of, the Transaction, the Issuer effected a 1-for-4 reverse stock split of its common stock (the “Reverse
Stock Split”).
Prior to the Transaction, the Fund held an aggregate of 3,407,035
ordinary shares and 302,872 preferred shares of Old F-star. In addition the Fund held an aggregate of 912,812 ordinary shares of
F-star issuable upon conversion of a convertible note issued by Old F-star. Pursuant to the Exchange Agreement, immediately prior
to the Closing, certain investors in Old F-star, including the Fund, purchased additional ordinary shares of Old F-star. In such
financing, the Fund purchased an additional 849,665 ordinary shares. As a result of the Transaction, the shares of Old F-star held
by the Fund described above were exchanged for common stock of the Issuer, and following the Closing and the effectiveness of the
Reverse Stock Split, the Fund acquired an aggregate of 615,643 shares of common stock of the Issuer.
The Fund acquired the securities of Old F-star as investment
in its ordinary course of business.
Lock-Up Agreement
Concurrently with the execution of the Exchange Agreement, certain
officers and directors of the Issuer and Old F-star and certain shareholders of Old F-star entered into lock-up agreements (the
“Lock-up Agreements”), pursuant to which they agreed to certain restrictions on transfers of any shares of the
Issuer’s common stock for the 180-day period following the Closing, other than the shares of the Issuer’s common stock
received in exchange for ordinary shares of F-star subscribed for in the Pre-Closing Financing and pursuant to certain other limited
exceptions.
In connection with the foregoing, and as may be appropriate
from time to time, each of the Reporting Persons may consider the feasibility and advisability of various alternative courses of
action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting
Persons of Shares, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors
or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material
changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation or bylaws
or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s
securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above.
Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered
by the directors of the Issuer, including Krol, who is also a manager of Management, in their fiduciary capacities as directors
of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the
actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons reserve the right, based on all relevant
factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Shares, dispose
of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider
their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions
or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate
and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement,
relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting
or holding of Shares.
The Reporting Persons intend to review their investment in the
Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of
operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s
stock in particular, as well as other developments.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a) and (b) As of November 20, 2020, the Fund beneficially owned
and had shared voting and dispositive power with respect to 615,643 Shares, representing approximately 6.8% of the approximately
9.1 million shares of common stock issued and outstanding as of November 20, 2020 as reported in the Issuer’s Current Report
on Form 8-K, as filed with the Securities and Exchange Commission on November 20, 2020.
As of November 20, 2020, Management, by virtue of its position
as manager of the Fund, may be deemed to beneficially own and had shared voting and dispositive power with respect to 615,643 Shares,
representing approximately 6.8% of the approximately 9.1 million shares of common stock issued and outstanding as of November 20,
2020 as reported in the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November
20, 2020.
As of November 20, 2020, each of Krol, Bosman and de Haan, by
virtue of their position as managers of Management, may be deemed to beneficially own and had shared voting and dispositive power
with respect to 615,643 Shares, representing approximately 6.8% of the approximately 9.1 million shares of common stock issued
and outstanding as of November 20, 2020 as reported in the Issuer’s Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on November 20, 2020.
(c) Information with respect to all transactions in the Shares
beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated
herein by reference.
(d) Not applicable.
(e) Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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The information set forth in Item 4 hereof is hereby incorporated
by reference into this Item 6. Except as referenced above or described in Item 4 hereof, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect
to any securities of the Issuer.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 99.1
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Joint Filing Agreement as required by Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended
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Exhibit 99.2
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Form of Lock-Up Agreement
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SIGNATURES
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: December 3, 2020
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Coöperatieve Aescap Venture I U.A.
|
|
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By:
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/s/Patrick
Krol | /s/Hans Bosman
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Name: Aescap Venture Management B.V., represented by
Patrick Krol and Hans Bosman
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Title: Managing Directors
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Aescap Venture Management B.V.
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By:
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/s/Patrick
Krol | /s/Hans Bosman
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|
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Name: Patrick Krol and Hans Bosman
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|
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Title: Managing Directors
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Patrick Johan Hendrik Krol
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By:
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/s/Patrick
Johan Hendrik Krol
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Johan Gerhard Bosman
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By:
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/s/Johan
Gerhard Bosman
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Michiel Alexander de Haan
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By:
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/s/Michiel
Alexander de Haan
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EXHIBIT INDEX