06/18/2026 | Press release | Distributed by Public on 06/18/2026 15:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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JOHNSON DAVID EDWARD 780 THIRD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
X | X | ||
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Caligan Partners LP 780 THIRD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
X | X | See Remarks. | |
| Caligan Partners LP, By: /s/ David Johnson, Managing Partner | 06/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David Edward Johnson | 06/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock units ("RSUs") convert into Common Stock on a one-for-one basis. |
| (2) | The RSUs shall vest upon the earlier of (i) the one-year anniversary of the date of grant or (ii) the day prior to the Issuer's next annual shareholder meeting following the date of grant. |
| (3) | David Johnson ("Mr. Johnson") is deemed to hold the securities reported herein for the benefit of certain funds (the "Caligan Funds") and managed accounts (the "Caligan Accounts", and together with the Caligan Funds, the "Caligan Funds and Accounts") to which Caligan Partners LP ("Caligan") serves as investment manager, and may, after vesting, if applicable, transfer the securities directly to such Caligan Funds and Accounts. |
| (4) | Securities held by the Caligan Funds and Accounts to which Caligan serves as investment manager and related entities. Mr. Johnson (together with Caligan, the "Reporting Persons") is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan. |
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Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan may be deemed to be a director by deputization of the Issuer by virtue of the fact that Mr. Johnson currently serves on the Issuer's board of directors. |
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