04/02/2026 | Press release | Distributed by Public on 04/02/2026 06:02
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock | $1.2 | 04/01/2026 | P | 108,695 | (3) | (4) | Common Stock | 108,695 | (1) | 108,695 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Angulo Gonzalez David 1 EVERTRUST PLAZA 13TH FLOOR JERSEY CITY, NJ 07302 |
X | Chief Executive Officer | ||
| /s/ Robert F. Joyce Jr., by Power of Attorney | 04/02/2026 | |
| **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) | On March 30, 2026, the Issuer entered into a Securities Purchase Agreement with certain accredited investors, including the Reporting Person (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Person in a private placement, which closed on April 1, 2026, 108,695 shares of the Issuer's common stock (the "Shares") and accompanying warrants to purchase up to 108,695 shares of common stock of the Issuer (the "Common Warrants"). The combined purchase price for each Share and accompanying Common Warrant was $0.92. |
| (2) | Includes 4,000 shares of common stock acquired under the 2014 Employee Stock Purchase Plan of the Issuer on March 5, 2026. |
| (3) | The Common Warrants will be exercisable beginning on the effective date of the stockholder approval relating to the proposed increase in the Issuer's authorized shares of common stock. |
| (4) | The Common Warrants will expire on the earlier of (i) the fifth (5th) anniversary of its original issue date and (ii) the thirtieth (30th) day after the Issuer publicly releases topline data at Week 48 from the Issuer's Phase 2 proof-ofconcept clinical study evaluating SCY-770 in patients with autosomal dominant polycystic kidney disease. |