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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Pre-funded Warrants (1) | $0.0001 | 08/05/2025 | X | 1,481,634 | (5) | (5) | Common Stock | 1,481,634 | $ 0 | 0 | D (2) | ||||
Pre-funded Warrants (1) | $0.0001 | 08/05/2025 | X | 1,235,030 | (5) | (5) | Common Stock | 1,235,030 | $ 0 | 0 | D (3) | ||||
Pre-funded Warrants (1) | $0.0001 | 08/05/2025 | X | 203,336 | (5) | (5) | Common Stock | 203,336 | $ 0 | 0 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BVF PARTNERS L P/IL | X | |||
BIOTECHNOLOGY VALUE FUND L P | X | |||
BVF I GP LLC | X | |||
BIOTECHNOLOGY VALUE FUND II LP | See Explanation of Responses | |||
BVF II GP LLC | See Explanation of Responses | |||
Biotechnology Value Trading Fund OS LP | See Explanation of Responses | |||
BVF Partners OS Ltd. | See Explanation of Responses | |||
BVF GP HOLDINGS LLC | X | |||
BVF INC/IL | X | |||
LAMPERT MARK N | X |
This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. | |
Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. | |
Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. | |
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. | |
On August 5, 2025, the Reporting Persons exercised the pre-funded warrants to purchase 2,920,000 shares of the Issuer's common stock for $0.0001 per share.The Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 156 of the warrant shares to pay the exercise price and issuing to the Reporting Persons the remaining 2,919,844 shares. |
Signatures | ||
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 08/07/2025 | |
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 08/07/2025 | |
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 08/07/2025 | |
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 08/07/2025 | |
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 08/07/2025 | |
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 08/07/2025 | |
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 08/07/2025 | |
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 08/07/2025 | |
BVF Inc., By: /s/ Mark N. Lampert, President | 08/07/2025 | |
/s/ Mark N. Lampert | 08/07/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |