Item 3.02 Unregistered Sales of Equity Securities.

On January 10, 2025, the Company entered into exchange agreements with Bain Capital Life Sciences Opportunities IV, L.P. ("Bain"), entities affiliated with Paradigm BioCapital International Fund Ltd. ("Paradigm") and entities affiliated with BVF Partners L.P. ("BVF") (each, a "Holder" and collectively the "Holders"), pursuant to which (i) Bain agreed to exchange 3,500,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for one or more pre-fundedwarrants to purchase up to 3,500,000 shares of Common Stock, (ii) Paradigm agreed to exchange 2,150,000 shares of Common Stock for one or more pre-fundedwarrants to purchase up to 2,150,000 shares of Common Stock and (iii) BVF agreed to exchange 420,000 shares of Common Stock for one or more pre-fundedwarrants to purchase up to 420,000 shares of Common Stock (each of such pre-fundedwarrants, an "Exchange Warrant" and collectively, the "Exchange Warrants," and such exchanges of Common Stock for Exchange Warrants collectively, the "Exchange").

Each Exchange Warrant will have an initial exercise price of $0.0001 per share of Common Stock, subject to certain adjustments. The Exchange Warrants will be exercisable immediately and may be exercised at any time until all of the Exchange Warrants are exercised in full. A Holder (together with its affiliates and other attribution parties) may not exercise any portion of an Exchange Warrant to the extent that immediately prior to or after giving effect to such exercise the Holder would own more than 9.99% of the Company's outstanding Common Stock immediately after exercise, which percentage may be changed at the Holder's election to a lower or higher percentage not in excess of 19.99% upon 61 days' notice to the Company subject to the terms of the Exchange Warrants.

The Exchange Warrants will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. The Exchange is expected to close on January 13, 2025. Following the closing of the Exchange on such date, the number of outstanding shares of Common Stock is estimated to be 68,333,065.

The foregoing description of the Exchange Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-Kand is incorporated by reference herein.