10/17/2025 | Press release | Distributed by Public on 10/17/2025 15:54
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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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Pontifax Management 4 G.P. (2015) Ltd. 14 SHENKAR STREET, BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | |||
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Pontifax (Israel) IV, L.P. 14 SHENKAR STREET, BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | |||
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Pontifax (Cayman) IV L.P. 4 SHENKAR STREET, BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | |||
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Pontifax (China) IV L.P. 14 SHENKAR STREET, BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | |||
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Pontifax Late Stage Fund L.P. 14 SHENKAR STREET BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | |||
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Pontifax Late Stage GP Ltd. 14 SHENKAR STREET BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | |||
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Kariv Tomer C/O PONTIFAX MANAGEMENT 4 GP (2015) LTD. 14 SHENKAR STREET, BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | X | ||
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Nussbaum Ran C/O PONTIFAX MANAGEMENT 4 GP (2015) LTD. 14 SHENKAR STREET, BEIT OFEK HERZLIYA PITUACH, L3 46140 |
X | X | ||
| Pontifax Management 4 G.P. (2015) Ltd., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| Pontifax (Israel) IV L.P., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| Pontifax (Cayman) IV L.P., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| Pontifax (China) IV L.P., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| Pontifax Late Stage Fund, L.P., By: /s/ Asaf Shinar, Chief Financial Officer | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| Pontifax Late Stage GP Ltd., By: /s/ Asaf Shinar, Chief Financial Officer | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomer Kariv | 10/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ran Nussbaum | 10/17/2025 | |
| **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 securities are held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the ultimate general partner of Israel IV. As a result, Management 4 may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. Each of Tomer Kariv and Ran Nussbaum is a Managing Partner of Management 4 and, as a result, Messrs. Kariv and Nussbaum may be deemed to share voting and investment power with respect to the shares held by Israel IV. Management 4 and Messrs. Kariv and Nussbaum disclaim beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| (2) | The securities are held by Pontifax (Cayman) IV, L.P. ("Cayman IV"). Management 4 is the ultimate general partner of Cayman IV. As a result, Management 4 may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. Each of Tomer Kariv and Ran Nussbaum is a Managing Partner of Management 4 and, as a result, Messrs. Kariv and Nussbaum may be deemed to share voting and investment power with respect to the shares held by Cayman IV. Management 4 and Messrs. Kariv and Nussbaum disclaim beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| (3) | The securities are held by Pontifax (China) IV, L.P. ("China IV"). Management 4 is the ultimate general partner of China IV. As a result, Management 4 may be deemed to share voting and dispositive power with respect to the shares held by China IV. Each of Tomer Kariv and Ran Nussbaum is a Managing Partner of Management 4 and, as a result, Messrs. Kariv and Nussbaum may be deemed to share voting and investment power with respect to the shares held by China IV. Management 4 and Messrs. Kariv and Nussbaum disclaim beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| (4) | The securities are held by Pontifax Late Stage Fund, L.P. ("Late Stage"). Pontifax Late Stage GP Ltd. ("Late Stage GP") is the general partner of Late Stage and the sole shareholder of Late Stage GP is Mr. Shlomo Karako. Pursuant to the Strategic Alliance Agreement, dated August 9, 2018, between Late Stage, Israel IV, Cayman IV and China IV (collectively the, "Pontifax IV Funds"), Late Stage invests side-by-side with the Pontifax IV Funds. By virtue of the strategic relationship, Management 4 and Tomer Kariv and Ran Nussbaum may be deemed to share voting and dispositive power with respect to the shares held by Late Stage in a manner similar to the voting and investment power with respect to the shares held by each of the Pontifax IV Funds. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein. |
| (5) | In connection with the Stock Purchase Agreement, dated October 15, 2025, by and among certain of the Reporting Persons and the Issuer and the resignations of each of Tomer Kariv and Ran Nussbaum from the Issuer's board of directors, the Issuer accelerated the vesting of the restricted stock unit awards and certain options held by Messrs. Kariv and Nussbaum that were previously reported in their respective Form 4 filings. |