06/13/2025 | Press release | Distributed by Public on 06/13/2025 14:05
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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 | ||||||||
| Pre-Funded Common Stock Purchase Warrant | (1) | 06/11/2025 | P | 428,570 | (1) | (2) | Common Stock | 428,570 | $ 0 | 428,570 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Knight Therapeutics Inc 3400 DE MAISONNEUVE W. SUITE 1055 MONTREAL, A8 H3Z 3B8 |
X | |||
| /s/ Samira Sakhia | 06/13/2025 | |
| **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) | The Pre-Funded Common Stock Purchase Warrants (the "Warrants") are exercisable by the holder at any time on or after June 11, 2025 at an exercise price equal to $0.00001 per share, subject to adjustments as provided under the terms of the Warrant, subject to a post-exercise beneficial ownership limitation of 19.90% ("Beneficial Ownership Limitation"). |
| (2) | The Warrants will expire on June 11, 2026 with automatic extensions of one year each in case the Warrants have not been exercised in full due to the Beneficial Ownership Limitation. |
| (3) | The 428,570 Warrants are held by Knight Therapeutics International S.A. ("Knight Subsidiary"), a wholly-owned subsidiary of the Reporting Person. The Reporting Person is the sole owner of Knight Subsidiary and, as a result, may be deemed the beneficial owner for purposes of the U.S. Securities Exchange Act of 1934 ("Act") of any securities of Issuer beneficially owned by Knight Subsidiary. The Reporting Person disclaims beneficial ownership over all of the securities beneficially owned by Knight Subsidiary, other than for the purpose of determining obligations under the Act, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for any other purpose. |