08/13/2026 | Press release | Distributed by Public on 08/13/2026 19:52
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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 B Preferred Stock | (4) | 08/06/2026 | C | 18,181,830(5) | (5) | (5) | Common Stock | 1,957,134(4)(5) | $ 0 | 0 | I | See footnotes(1)(6)(7) | |||
| Series C Preferred Stock | (4) | 08/06/2026 | C | 4,445,275(5) | (5) | (5) | Common Stock | 478,598(4)(5) | $ 0 | 0 | I | See footnotes(1)(6)(7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
Former 10% Owner | |||
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GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY 10282 |
Former 10% Owner | |||
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GOLDMAN SACHS ASSET MANAGEMENT, L.P. 200 WEST STREET NEW YORK, NY 10282 |
Former 10% Owner | |||
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Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK, NY 10282 |
Former 10% Owner | |||
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WSLS OFFSHORE INVESTMENTS, SLP 12E, RUE GUILLAUME KROLL LUXEMBOURG L-1882 |
Former 10% Owner | |||
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West Street Life Sciences I, L.P. 200 WEST STREEET NEW YORK, NY 10282 |
Former 10% Owner | |||
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WSLS EMP OFFSHORE INVESTMENTS, L.P. 200 WEST STREET NEW YORK, NY 10282 |
Former 10% Owner | |||
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WSLS EMP ONSHORE INVESTMENTS, L.P. 200 WEST STREET NEW YORK, NY 10282 |
Former 10% Owner | |||
| /s/ Crystal Orgill, Attorney-in-fact | 08/13/2026 | |
| **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) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| (2) | These transactions in the common stock of the Issuer were effected by Goldman Sachs & Co. LLC ("GS&Co") acting as a market maker in the ordinary course of business. Without conceding market making trades in the ordinary course of business can result in liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that they were subject to Section 16(b) will be remitted to the Issuer. |
| (3) | GS&Co's transactions in the Issuer's common stock on August 5, 2026 consisted of purchases of a total of 85,000 shares and sales of a total of 105,807 shares. |
| (4) | The previous report on Form 3 reflected an administrative error with respect to the number of shares of common stock issuable upon conversion of the Preferred Stock, which is corrected in this Form 4. |
| (5) | All shares of the Issuer's redeemable convertible preferred stock automatically converted into shares of the Issuer's common stock on a 1-for-1 basis, adjusted for a 1-for-9.29 reverse stock split effected by the Issuer on July 29, 2026, upon the completion of the Issuer's initial public offering (the "IPO"). |
| (6) | This statement is being filed by Goldman Sachs Group, Inc. ("GS Group"), GS&Co, Goldman Sachs Asset Management, L.P. ("GSAM LP"), Broad Street Principal Investments L.L.C. ("BSPI"), which directly holds 96,190 shares of common stock purchased in the IPO and 468,565 shares of common stock converted from 3,497,806 shares of Series B Preferred Stock and 855,179 shares of Series C Preferred Stock, WSLS Offshore Investments, SLP ("WSLS Offshore"), which directly holds 131,283 shares of common stock purchased in the IPO and 639,518 shares of common stock converted from 4,773,948 shares of Series B Preferred Stock and 1,167,182 shares of Series C Preferred Stock, West Street Life Sciences I, L.P. ("WSLS I"), which directly holds 137,708 shares of common stock purchased in the IPO and 670,812 shares of common stock converted from 5,007,564 shares of Series B Preferred Stock and 1,224,299 shares of Series C Preferred Stock,... (continued in footnote 7) |
| (7) | (continued from footnote 6)...WSLS Emp Offshore Investments, L.P. ("WSLS Emp Offshore"), which directly holds 36,927 shares of common stock purchased in the IPO and 179,879 shares of common stock converted from 1,342,794 shares of Series B Preferred Stock and 328,300 shares of Series C Preferred Stock, and WSLS Emp Onshore Investments, L.P. ("WSLS Emp Onshore"), which directly holds 97,892 shares of common stock purchased in the IPO and 476,858 shares of common stock converted from 3,559,718 shares of Series B Preferred Stock and 870,315 shares of Series C Preferred Stock. GS&Co is a direct subsidiary of GS Group and is the manager of BSPI. WSLS Offshore, WSLS I, WSLS Emp Offshore, and WSLS Emp Onshore are investment vehicles managed by GSAM LP, an indirect subsidiary of GS Group. |