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CUSIP No. 896438306 |
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Page 7 of 11 Pages |
(d) (e) During the last five years, neither the Reporting Persons, nor
any person identified in Item 2(a), has: (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a 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 violation with
respect to such laws.
(f) Each of the Reporting Persons, except for MiCo IVD, was formed in or is a citizen of, as
applicable, South Korea. MiCo IVD was formed in Delaware, United States.
1. Item 3 of Schedule 13D is hereby amended and restated as
follows:
A total of approximately U.S. $45 million was paid to the Issuer to acquire the ADSs reported as
beneficially owned herein by the Reporting Persons and the ADSs that would otherwise be convertible under the Convertible Note (as defined below).
In connection with the MiCo IVD Purchase (as defined below), Mainstream Holdings paid to the Sellers (as defined below) a total
of 15,000,000,000 South Korean won, which was financed in the amount of 10,000,000,000 South Korean won pursuant to a Loan Agreement, dated December 20, 2023, by and between Mainstream Holdings as borrower, and Kiwoom Capital Co., Ltd. and
Bookook Capital Co., Ltd. as lenders (the Loan Agreement), and the remainder from the working capital of New Main Equity. The Loan Agreement is secured by, among other things, Mainstream Holdings equity interests in
MiCo IVD.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of such agreement, an unofficial English translation copy of which is incorporated by reference as an exhibit to this Schedule 13D.
2. Item 4 of Schedule 13D is hereby amended by deleting the final paragraph and replacing with the following new paragraphs:
On December 20, 2023, MiCo Parent and MiCoBioMed Co., Ltd. (MiCoBioMed and, together with MiCo
Parent, the Sellers), the minority owner of MiCo IVD and, together with MiCo Parent, beneficial owners of 100% of the interests of MiCo IVD, entered into a Share Purchase Agreement with Mainstream Holdings (the
Share Purchase Agreement), pursuant to which the Sellers agreed to sell to Mainstream Holdings all of their equity interests in MiCo IVD for a total of 15,000,000,000 South Korean won (the MiCo IVD
Purchase). The MiCo IVD Purchase closed on December 21, 2023, following which time Mainstream Holdings became the sole shareholder of MiCo IVD.