08/04/2026 | Press release | Distributed by Public on 08/04/2026 15:09
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Preferred Stock | (1) | (1) | Common Stock | 782,855 | (1) | I(2) | See footnote(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sanofi 46 AVENUE DE LA GRANDE ARMEE PARIS 75017 |
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| /s/ Alexandra Roger, as attorney-in-fact for Sanofi | 08/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | The Series C preferred stock ("Preferred Stock") is convertible at the holder's option at any time into shares of the Issuer's common stock equal to dividing $1.375 by the conversion price applicable at the conversion time (which conversion price was $1.375 at the time of issuance of the Preferred Stock, as adjusted for certain anti-dilution and other adjustments described in the Issuer's Restated Certificate of Incorporation (the "Certificate")). The Preferred Stock ceases to be convertible upon certain events described in the Certificate, including certain redemptions and other events such as liquidations, dissolutions, or winding up of the Issuer. The Preferred Stock also converts in full automatically upon a Qualified Public Offering or at the Mandatory Conversion Time, each as defined in the Certificate. |
| (2) | Sanofi is the beneficial owner of the Preferred Stock through various wholly-owned subsidiaries. |