02/12/2026 | Press release | Distributed by Public on 02/12/2026 05:05
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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 | ||||||||
| Series C Preferred Stock | (4) | 02/09/2026 | M(1)(2) | 5,809 | (4) | (4) | Common Stock | 5,809,000 | $ 0 | 1,148 | I | By Fairmount Healthcare Fund II L.P.(3) | |||
| Series C Preferred Stock | (4) | 02/09/2026 | M(1)(2) | 2,904 | (4) | (4) | Common Stock | 2,904,000 | $ 0 | 574 | I | By Fairmount Healthcare Co-Invest V L.P.(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fairmount Funds Management LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
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Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Fairmount Healthcare Co-Invest V L.P. 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Kiselak Tomas 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Harwin Peter Evan 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
| /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 02/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. | 02/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P. | 02/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak | 02/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Harwin | 02/12/2026 | |
| **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) | On February 9, 2026, the Issuer's stockholders approved the issuance of Common Stock upon conversion of the Issuer's Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share ("Series C Preferred Stock") (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock, 5,809 shares of Series C Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II") and 2,904 shares of Series C Preferred Stock held by Fairmount Healthcare Co-Invest V L.P. ("Co-Invest") were converted into 5,809,000 shares of Common Stock and 2,904,000 shares of Common Stock, respectively. The securities of the Issuer held by the Reporting Persons, including the shares of Common Stock received upon conversion of the Series C Preferred Stock, are subject to the terms a lock-up agreement entered into with the underwriters for the Issuer's public offering, |
| (2) | (Continued from footnote 1) pursuant to which certain of the Reporting Persons agreed, subject to certain exceptions, not to directly or indirectly sell or otherwise transfer securities of the Issuer for a period of 60 days following the date of the final prospectus supplement relating to the public offering, which was February 10, 2026. |
| (3) | Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II and Co-Invest. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| (4) | Following receipt of the Requisite Stockholder Approval, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations. The Series C Preferred Stock has no expiration date. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. |
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Remarks: Fairmount, Fund II and Co-Invest may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount. |
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