08/10/2026 | Press release | Distributed by Public on 08/10/2026 16:32
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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 | ||||||||
| Director Stock Option (Right to Buy) | $16 | 08/06/2026 | A | 23,904 | (9) | 08/05/2036 | Common Stock | 23,904 | $ 0 | 23,904 | D | ||||
| Series A Preferred Stock | (2) | 08/10/2026 | C | 1,599,993 | (2) | (2) | Common Stock | 1,599,993(1) | (2) | 0 | I | See footnotes(3)(4) | |||
| Series B Preferred Stock | (2) | 08/10/2026 | C | 1,701,541 | (2) | (2) | Common Stock | 1,701,541(5) | (2) | 0 | I | See footnotes(3)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chen Bihua C/O CORMORANT ASSET MANAGEMENT LP 200 CLARENDON STREET, 50TH FLOOR BOSTON, MA 02116 |
X | X | ||
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Cormorant Asset Management, LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Private Healthcare Fund V LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
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Cormorant Private Healthcare Fund VI, LP 200 CLARENDON STREET 50TH FLOOR BOSTON, MA 02116 |
X | |||
| /s/ Bihua Chen | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT PRIVATE HEALTHCARE FUND V, LP By: Cormorant Private Healthcare GP V, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| CORMORANT PRIVATE HEALTHCARE FUND VI, LP By: Cormorant Private Healthcare GP VI, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/10/2026 | |
| **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) | Represents (i) 1,228,315 shares issued upon conversion of shares of Series A Preferred Stock beneficially owned by Fund III (defined below), and (ii) 371,678 shares issued upon conversion of shares of Series A Preferred Stock beneficially owned by Master Fund (defined below). |
| (2) | Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date. |
| (3) | Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), Cormorant Private Healthcare Fund V, LP ("Fund V") and Cormorant Private Healthcare Fund VI, LP ("Fund VI"). Cormorant Global Healthcare GP, LLC ("GP LLC"), Cormorant Private Healthcare GP III, LLC ("GP III"), Cormorant Private Healthcare GP V, LLC ("GP V") and Cormorant Private Healthcare GP VI, LLC ("GP VI") serve as General Partner of the Master Fund, Fund III, Fund V and Fund VI, respectively. |
| (4) | Bihua Chen serves as manager of Cormorant, GP LLC, GP III, GP V and GP VI. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. |
| (5) | Represents (i) 274,912 shares issued upon conversion of shares of Series B Preferred Stock beneficially owned by Master Fund, (ii) 1,052,460 shares issued upon conversion of shares of Series B Preferred Stock beneficially owned by Fund V and (iii) 374,169 shares issued upon conversion of shares of Series B Preferred Stock beneficially owned by Fund VI. |
| (6) | Represents an aggregate of (i) 646,590 shares beneficially owned by Master Fund, (ii) 1,228,315 shares beneficially owned by Fund III, (iii) 1,052,460 shares beneficially owned by Fund V, and (vi) 374,169 beneficially owned by Fund VI. |
| (7) | The shares purchased are beneficially owned by Master Fund. |
| (8) | Represents an aggregate of (i) 959,090 shares beneficially owned by Master Fund, (ii) 1,228,315 shares beneficially owned by Fund III, (iii) 1,052,460 shares beneficially owned by Fund V, and (vi) 374,169 beneficially owned by Fund VI. |
| (9) | 1/36th of the shares subject to the option shall vest in equal monthly installments over a three year period following August 6, 2026. |
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Remarks: Master Fund, Fund III, Fund V and Fund VI may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. |
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