02/03/2026 | Press release | Distributed by Public on 02/03/2026 19:50
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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 | ||||||||
| Class A Common Stock | $0.05 | 01/23/2026 | X | 500,000 | (4) | 07/24/2027 | Class A Common Stock | 500,000 | $ 0 | 0 | I | Held by Longitude Venture Partners II, L.P.(2) | |||
| Class A Common Stock | $0.05 | 01/23/2026 | X | 129,032 | (4) | 01/17/2028 | Class A Common Stock | 129,032 | $ 0 | 0 | I | Held by Longitude Venture Partners II, L.P.(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Longitude Capital Partners II, LLC C/O LONGITUDE CAPITAL MANAGEMENT 2740 SAND HILL ROAD, 2ND FLOOR MENLO PARK, CA 94025 |
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Longitude Venture Partners II, L.P. 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK, CA 94025 |
X | |||
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Longitude Prime Partners, LLC 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK, CA 94025 |
X | |||
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ENRIGHT PATRICK G 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK, CA 94025 |
X | |||
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Tammenoms Bakker Juliet 2740 SAND HILL ROAD, SECOND FLOOR MENLO PARK, CA 94025 |
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| /s/ Longitude Capital Partners II, LLC, By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Longitude Venture Partners II, L.P., By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Longitude Prime Partners, LLC, By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Longitude Prime Fund, L.P., By: /s/ Cristiana Blauth Oliveira, Authorized Signatory | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Cristiana Blauth Oliveira, as attorney-in-fact for Patrick G. Enright | 02/03/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Cristiana Blauth Oliveira, as attorney-in-fact for Juliet Tammenoms Bakker | 02/03/2026 | |
| **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) | Longitude Venture Partners II, L.P. ("LVPII") exercised warrants to purchase an aggregate of 629,032 shares of the Issuer's Class A common stock for $0.05 per share and paid the exercise price on a cashless basis, resulting in the Issuer withholding 7,739 shares of the Issuer's shares of Class A common stock subject to the warrant to pay the exercise price. |
| (2) | The securities are held directly by LVPII. Longitude Capital Partners II, LLC, ("LCPII"), the general partner of LVPII, may be deemed to have voting and dispositive power with respect to the shares held by LVPII. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPII and may be deemed to share voting and dispositive power over the shares held by LVPII. Each of LCPII, Mr. Enright and Ms. Tammenoms Bakker disclaim beneficial ownership of such securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein. |
| (3) | The securities are held directly by Longitude Prime Fund, L.P. ("LPF"). Longitude Prime Partners, LLC ("LPP"), the general partner of LPF, may be deemed to have voting and dispositive power with respect to the shares held by LPF. Mr. Enright and Ms. Tammenoms Bakker are the managing members of LPP and may be deemed to have voting and dispositive power over the shares held by LPF. LPP and each of Mr. Enright and Ms. Tammenoms Bakker disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. |
| (4) | The warrant is immediately exercisable. |