06/23/2026 | Press release | Distributed by Public on 06/23/2026 19:56
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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 | ||||||||
| Series B Preferred Stock | (1) | 06/23/2026 | C | 16,667 | (1) | (1) | Common Stock | 666,680 | $ 0 | 0 | I | Fairmount Healthcare Fund II LP(2) | |||
| Series A Preferred Stock | (3) | (3) | (3) | Common Stock | 13,841,800 | 346,045 | I | Fairmount Healthcare Fund II LP(2) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fairmount Funds Management LLC 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Harwin Peter Evan 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
| /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 06/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II, L.P. | 06/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak | 06/23/2026 | |
| **Signature of Reporting Person | Date | |
| s/ Peter Harwin | 06/23/2026 | |
| **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) | Each share of Series B Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On June 23, 2026, the Reporting Persons converted 16,667 shares of Series B Preferred Stock into 666,680 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series B Convertible Preferred Stock. |
| (2) | Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| (3) | Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. |
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Remarks: The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of Issuer and is also a Managing Member of Fairmount Funds Management LLC. |
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