02/19/2026 | Press release | Distributed by Public on 02/19/2026 15:50
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Artal Participations S.a r.l. VALLEY PARK 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
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Artal International S.C.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
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Artal International Management S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
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Artal Group S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
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Westend S.A. VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
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Stichting Administratiekantoor Westend H.J.E. WENCKEBACHWEG 252 AMSTERDAM, P7 1096 AS |
X | X | ||
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Wittouck Amaury VALLEY PARK, 44, RUE DE LA VALLEE LUXEMBOURG, N4 L-2661 |
X | X | ||
| See Exhibit 99.1 | 02/19/2026 | |
| **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) | Pursuant to that certain preferred stock purchase agreement (the "Purchase Agreement") with the Issuer, dated as of January 29, 2026, in connection with the underwriter's partial exercise of their option to purchase additional shares of Issuer common stock par value $0.001 per share (the "Common Stock") in an underwritten public offering, Artal Participations S.a r.l. purchased an additional 41,289.58 shares of Issuer Series B Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock") at a price of $65.00 per share. Each share of Preferred Stock will automatically convert into 50 shares of Common Stock upon receipt of shareholder approval and the satisfaction of certain other conditions; however, absent the satisfaction of such conditions, the shares are not convertible. |
| (2) | These securities are directly held by Artal Participations S.a r.l. |
| (3) | The sole shareholder of Artal Participations S.a r.l. is Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. |
| (4) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
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Remarks: Invus Public Equities, L.P. directly holds 7,362,368 shares of Common Stock, Invus, L.P. directly owns 35,402,689 shares of Common Stock, Invus US Partners LLC directly owns 5,451,204 shares of Common Stock, Mr. Debbane directly owns 1,654,186 shares of Common Stock, Avicenna Life Sci Master Fund LP directly owns 1,538,462 shares of Common Stock and Artal Participations S.a r.l. directly owns 154,734,327 shares of Common Stock, which securities are reported on separate Form 4 filings. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of Invus, L.P.'s right to designate certain members of the Issuer's board of directors pursuant to a stockholders' agreement between the Issuer and Invus, L.P. |
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