06/18/2026 | Press release | Distributed by Public on 06/18/2026 09:09
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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 | ||||
| Stock Option (right to buy) | (4) | 03/19/2035 | Common Stock | 80,224 | $8 | I | See Footnote(3)(5) |
| Stock Option (right to buy) | (6) | 02/10/2036 | Common Stock | 33,289 | $14.71 | I | See Footnote(3)(5) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
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PERCEPTIVE LIFE SCIENCES MASTER FUND LTD 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
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EDELMAN JOSEPH 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
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| /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 06/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | 06/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph Edelman - for Perceptive Capital Solutions Holdings LP, By: Perceptive Capital Solutions GP LLC, its general partner, By: Joseph Edelman, its managing member | 06/18/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph Edelman | 06/18/2026 | |
| **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 securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager to the Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (2) | The securities are directly held by Perceptive Capital Solutions Holdings LP ("PCS Holdings"). Perceptive Capital Solutions Advisors LP ("PCS Advisors"), a relying adviser of the Advisor, serves as the investment manager to PCS Holdings, and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings. |
| (3) | Mr. Edelman is the managing member of PCS GP and the Advisor. Each of the Advisor, PCS Advisors, PCS GP, and Mr. Edelman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (4) | The shares subject to this option shall vest and become exercisable in three (3) equal annual installments commencing on June 6, 2024, subject to Douglas E. Giordano's continued service as a member of the Issuer's Board of Directors on each such vesting date. |
| (5) | Consists of options to purchase shares of the Issuer's common stock awarded to Douglas E. Giordano in connection with his service as a member of the Issuer's Board of Directors. Mr. Giordano is a Managing Director and Co-Head of Capital Solutions at the Advisor. The Advisor may be deemed to have an indirect pecuniary interest in the options reported herein because the Advisor has the right to receive the director compensation attributable to Mr. Giordano's board service through a partial management fee offset. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (6) | The shares subject to this option shall vest and become exercisable on February 9, 2027, subject to Mr. Giordano's continued service as a member of the Issuer's Board of Directors through such vesting date. |