From SEC filing today - As previously disclosed

Quote:

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As previously disclosed in the Proxy Statement, certain of the Participants have interests in IncellDx, Inc. (“IncellDx”), a biotechnology molecular diagnostics company that provided patient sample analysis for the Company from October 2018 to May 2020. Bruce Patterson, M.D., one of the nominees named in the Proxy Statement, is the founder and Chief Executive Officer of IncellDx and, together with his wife owned 5,025,000 shares of IncellDx common stock as of September 1, 2020, representing an approximate 33% ownership interest in IncellDx. Jeffrey Beaty, a member of the Investor Group as defined in the Proxy Statement, owned 350,000 shares of IncellDx common stock as of September 1, 2020, representing an approximate 2.3% ownership interest in IncellDx. Since May 1, 2020, neither Dr. Patterson nor Mr. Beaty had entered into any transactions in the shares of common stock or any other equity securities of, or any other equity interests in, IncellDx. To the knowledge of the Participants, no other Participant, Gifting Person (as defined in the Proxy Statement), reporting person named in the Schedule 13D (the “Reporting Persons”) initially filed on May 24, 2021 by the Reporting Persons named therein and subsequently amended on June 8, 2021 and July 2, 2021 (the “Schedule 13D”) or Contributing Person has had any direct or indirect beneficial ownership of any equity securities of, or any other equity interests in, IncellDx since May 1, 2020, nor has any such person entered into any transactions in common stock or any other equity securities of, or any other equity interests in, IncellDx since May 1, 2020. Further, to the knowledge of the Participants, no immediate family member or controlled entity of any of the foregoing Participants, Gifting Persons, Reporting Persons or Contributing Persons has had any direct or indirect beneficial ownership of any equity securities of, or any other equity interests in, IncellDx since May 1, 2020.



On October 6, 2020, Phillip Harrison, one of the individuals named as Gifting Persons in the Proxy Statement, purchased secured convertible notes (“Notes”) from IncellDx. The aggregate principal amount of notes purchased by Mr. Harrison was $200,000. The Notes bear interest at 5% per annum and automatically convert into equity securities of IncellDx under certain circumstances, including but not limited to the receipt by IncellDx of a certain amount of equity financing. The Notes have a term of 18 months. Subsequently, on October 26, 2020, each of Francesco Tosco, Glenn Eisenberg and Paul Hydok purchased $100,000 principal amount of Notes. On October 29, 2020, Dwigen Misra purchased $100,000 principal amount of Notes. In February 2021, Finger Family Office LLC purchased $1 million principal amount of Notes. On November 23, 2020, Jeffrey Weiner purchased $100,000 principal amount of Notes, and on December 18, 2020, Mr. Tosco purchased an additional $150,000 principal amount of Notes. To the knowledge of the Participants, no immediate family member or controlled entity of any of the foregoing Participants, Gifting Persons, Reporting Persons or Contributing Persons has purchased any Notes or any debt of, or otherwise provided any financing of any kind to, IncellDx since May 1, 2020.

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