08/03/2026 | Press release | Distributed by Public on 08/03/2026 17:28
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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 | ||||||||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 07/30/2026 | P | 286,205 | (1)(2) | (1)(2) | Common Stock | 286,205 | $34.9399 | 664,649 | D(3) | ||||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | (1)(2) | (1)(2) | Common Stock | 93,925 | 93,925 | I | By Deep Track Special Opportunities Fund, LP(4) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Deep Track Biotechnology Master Fund, Ltd. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVE GEORGE TOWN KY1-9001 |
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Deep Track Capital, LP 200 GREENWICH AVENUE, 3RD FLOOR GREENWICH, CT 06830 |
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KROIN DAVID C/O DEEP TRACK CAPITAL, LP, 200 GREENWICH AVENUE, 3RD FLOOR GREENWICH, CT 06830 |
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| Deep Track Biotechology Master Fund, Ltd. /s/ David Kroin, Director | 08/03/2026 | |
| **Signature of Reporting Person | Date | |
| Deep Track Capital, LP /s/ David Kroin, Managing Member of the General Partner of the Investment Adviser | 08/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David Kroin | 08/03/2026 | |
| **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) | The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants do not expire. |
| (2) | Under the terms of the Pre-Funded Warrants held by the Reporting Persons, the Issuer may not effect the exercise of any such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any such Pre-Funded Warrant (i) if immediately prior to the exercise, the Reporting Persons (together with its affiliates), beneficially owns an aggregate number of shares of Issuer Common Stock greater than 9.99%, as applicable (the "Maximum Percentage"), of the total number of issued and outstanding shares of Common Stock of the Issuer without taking into account any shares underlying such Pre-Funded Warrants, or (ii) to the extent that immediately following the exercise, the holder (together with its affiliates) would beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares of Common Stock. |
| (3) | Represents securities held by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP is the investment manager of Deep Track Biotechnology Master Fund, Ltd. Mr. David Kroin is the managing member of Deep Track Capital GP, LLC, the general partner of Deep Track Capital, LP, and by virtue of such status may be deemed to be the beneficial owner of the shares owned by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP and Mr. Kroin disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests. |
| (4) | Represents securities held by Deep Track Special Opportunities Fund, LP. Deep Track Capital, LP is the investment manager of Deep Track Special Opportunities Fund LP. Mr. David Kroin is the managing member of Deep Track Capital GP, LLC, the general partner of Deep Track Capital, LP, and by virtue of such status may be deemed to be the beneficial owner of the shares owned by Deep Track Special Opportunities Fund, LP. Deep Track Capital, LP and Mr. Kroin disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests. |