CUSIP No. 403783 103
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1
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NAMES OF REPORTING PERSONS
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Ying Luo (“Mr. Luo”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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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)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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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
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0
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8
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SHARED VOTING POWER
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8,458,983
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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8,458,983
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,458,983(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.54%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Represents (i) 3,355,852 shares underlying the options directly held by Mr. Luo that are exercisable within 60 days after the date hereof, (ii) 2,840,376 shares
directly held by Ping Lan (“Ms. Lan”), the spouse of Mr. Luo, and (iii) 2,262,755 shares underlying the options directly held by Ms. Lan that are exercisable within 60 days after the date hereof.
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(2) |
All percentage calculations herein are based on 99,042,791 shares of common stock, consisting of (i) 93,424,184 shares of common stock outstanding as of August 6, 2024, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024 (the “Form 10-Q”) and (ii) 5,618,607 shares underlying the options directly held by Mr. Luo and Ms. Lan that are exercisable within 60 days after
the date hereof.
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CUSIP No. 403783 103
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1
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NAMES OF REPORTING PERSONS
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Ping Lan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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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)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Taiwan
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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
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0
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8
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SHARED VOTING POWER
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8,458,983
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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8,458,983
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,458,983(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.54%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Represents (i) 2,840,376 shares directly held by Ms. Lan, (ii) 2,262,755 shares underlying the options directly held by Ms. Lan, that are exercisable within 60 days
after the date hereof, and (ii) 3,355,852 shares underlying the options directly held by Mr. Luo that are exercisable within 60 days after the date hereof.
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(2) |
All percentage calculations herein are based on 99,042,791 shares of common stock, consisting of (i) 93,424,184 shares of common stock outstanding as of August 6, 2024, as disclosed in the Form 10-Q and (ii)
5,618,607 shares underlying the options directly held by Mr. Luo and Ms. Lan that are exercisable within 60 days after the date hereof.
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CUSIP No. 403783 103
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background
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(a) |
This Schedule 13D is being jointly filed by Mr. Luo and Ms. Lan (each, a “Reporting Person” and collectively, the “Reporting Persons”).
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(b) |
(c) |
The principal occupations of Mr. Luo are serving as chairman of the board of director of the Issuer, as director, representative executive officer, president and chief executive officer, and executive committee member of GNI Group Ltd.,
and as chairman of the board of directors and chief executive officer of Cullgen Inc.
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(d) |
Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
Neither of the Reporting Persons has, during the last five years, 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.
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(f) |
Mr. Luo is a citizen of the United States of America. Ms. Lan is a citizen of Taiwan.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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(a)-(b) |
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons currently beneficially own an aggregate of 8,458,983 shares of Common Stock, or 8.54% of the shares of Common Stock of the Issuer. The foregoing amount of Common Stock and percentage ownership represent the combined beneficial ownership of Mr. Luo and Ms. Lan.
The Reporting Persons share the power to vote or direct the vote and dispose of or direct the disposition of the shares of Common Stock referred to in this Schedule 13D.
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(c) |
Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.
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(d)
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None.
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(e)
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Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Materials to be Filed as Exhibits
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Exhibit
Number
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Description
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Joint Filing Agreement dated September 6, 2024, between the Reporting Persons.
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Date: September 6, 2024
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/s/ Ying Luo
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YING LUO
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/s/ Ping Lan
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PING LAN
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/s/ Ying Luo
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YING LUO
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/s/ Ping Lan
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PING LAN
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