11/06/2026 | Press release | Distributed by Public on 11/06/2026 17:21
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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 D Non-Voting Convertible Preferred Stock | (2) | (2) | Common Stock | 1,166,275 | (2) | I | By Coastlands Capital LP(1) |
| Warrant | (3) | (3) | Common Stock | 583,138 | $8.5743 | I | By Coastlands Capital LP(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Coastlands Capital LP 601 CALIFORNIA STREET, SUITE 1210 SAN FRANCISCO, CA 94108 |
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| /s/ Mark Shamia, Chief Operating Officer of the General Partner of Coastlands Capital LP | 11/06/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Shamia, Chief Operating Officer of the General Partner of Coastlands Capital Partners LP | 11/06/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Shamia, Chief Operating Officer of Coastlands Capital GP LLC | 11/06/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Shamia, Chief Operating Officer of Coastlands Capital LLC | 11/06/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Matthew D. Perry | 11/06/2026 | |
| **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) | Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 3 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein. |
| (2) | Following stockholder approval of the conversion of Series D Non-Voting Convertible Preferred Stock, par value $0.00001 per share ("Series D Preferred Stock"), into shares of Common Stock and, to the extent deemed necessary or advisable, an increase in the number of authorized shares of Common Stock, each share of Series D Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. The Series D Preferred Stock has no expiration date. Coastlands may not convert such shares if Coastlands, together with its affiliates, would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. |
| (3) | The warrants to purchase shares of the Issuer's common stock (the "Warrants") become exercisable following the automatic conversion of the Series D Preferred Stock into Common Stock upon receipt of the requisite stockholder approval, and expire on the earlier of (i) 30 days following the Issuer's first public disclosure of top-line results from the first-in-human clinical data from its Program 2 Phase 1 (IL-31 bispecific) and (ii) June 30, 2028. Coastlands may not exercise the Warrants if Coastlands, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |
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Remarks: Exhibit 99.1 - Agreement Regarding Joint Filing of Statement |
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