06/24/2026 | Press release | Distributed by Public on 06/24/2026 16:50
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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 | ||||
| Pre-Funded Warrants (Right to Buy) | (5) | (5) | Common Stock | 8,178,412 | $0.001 | I | See footnotes(1)(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
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RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
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Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
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Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
| /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 06/24/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | 06/24/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, individually | 06/24/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Rajeev Shah, individually | 06/24/2026 | |
| **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) | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. |
| (2) | Held directly by the Fund. |
| (3) | Held directly by the Nexus Fund. |
| (4) | Held directly by the Account. |
| (5) | The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Fund shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the Fund, together with its Attribution Parties (as defined in the Pre-Funded Warrants), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. |