08/06/2026 | Press release | Distributed by Public on 08/06/2026 18:40
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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 A Preferred Stock | (1) | (1) | Common Stock | 1,599,993(2) | (1) | I | See footnote(3)(4) |
| Series B Preferred Stock | (1) | (1) | Common Stock | 1,701,541(5) | (1) | I | See Footnote(3)(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chen Bihua C/O CORMORANT ASSET MANAGEMENT LP 200 CLARENDON STREET, 50TH FLOOR BOSTON, MA 02116 |
X | X | ||
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Cormorant Asset Management, LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Private Healthcare Fund V LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Private Healthcare Fund VI, LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
| /s/ Bihua Chen | 08/06/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT PRIVATE HEALTHCARE FUND V, LP By: Cormorant Private Healthcare GP V, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT PRIVATE HEALTHCARE FUND VI, LP By: Cormorant Private Healthcare GP VI, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| **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) | Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock has no expiration date. |
| (2) | Represents (i) 1,228,315 shares issuable upon conversion of shares of Series A Preferred Stock beneficially owned by Fund III (defined below), (ii) 371,678 shares issuable upon conversion of shares of Series A Preferred Stock beneficially owned by Master Fund (defined below). |
| (3) | Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), Cormorant Private Healthcare Fund V, LP ("Fund V") and Cormorant Private Healthcare Fund VI, LP ("Fund VI"). Cormorant Global Healthcare GP, LLC ("GP LLC"), Cormorant Private Healthcare GP III, LLC ("GP III"), Cormorant Private Healthcare GP V, LLC ("GP V") and Cormorant Private Healthcare GP VI, LLC ("GP VI") serve as General Partner of the Master Fund, Fund III, Fund V and Fund VI, respectively. |
| (4) | Bihua Chen serves as manager of Cormorant, GP LLC, GP III, GP V and GP VI. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. |
| (5) | Represents (i) 274,912 shares issuable upon conversion of shares of Series B Preferred Stock beneficially owned by Master Fund (defined above), (ii) 1,052,460 shares issuable upon conversion of shares of Series B Preferred Stock beneficially owned by Fund V (defined above) and (iii) 374,169 shares issuable upon conversion of shares of Series B Preferred Stock beneficially owned by Fund VI (defined above). |
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Remarks: Master Fund, Fund III, Fund V and Fund VI may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. |
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