11/07/2025 | Press release | Distributed by Public on 11/07/2025 16:18
|
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 | ||||||||
| Convertible Note | $3.35 | 11/05/2025 | A | $2,756,117 | (5)(6) | 04/16/2031 | Common Stock | 822,722 | $2,756,117 | $2,756,117 | I | See Footnotes(1)(2) | |||
| Convertible Note | $3.35 | 11/05/2025 | C | $2,756,117 | (5)(6) | 04/16/2031 | Common Stock | 822,722 | $2,756,117 | $ 0 | I | See Footnotes(1)(2) | |||
| Convertible Note | $3.35 | 11/05/2025 | A | $2,117,044 | (5)(6) | 04/16/2031 | Common Stock | 631,954 | $2,117,044 | $2,117,044 | I | See footnotes(1)(3) | |||
| Convertible Note | $3.35 | 11/05/2025 | C | $2,117,044 | (5)(6) | 04/16/2031 | Common Stock | 631,954 | $2,117,044 | 0 | I | See footnotes(1)(3) | |||
| Convertible Note | $3.35 | 11/05/2025 | A | $126,839 | (5)(6) | 04/16/2031 | Common Stock | 37,863 | $126,839 | $126,839 | I | See footnotes(1)(4) | |||
| Convertible Note | $3.35 | 11/05/2025 | C | $126,839 | (5)(6) | 04/16/2031 | Common Stock | 37,863 | $126,839 | $ 0 | I | See footnotes(1)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
RTW INVESTMENTS, LP 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
|
WONG RODERICK 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
|
RTW MASTER FUND, LTD. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
|
RTW Innovation Master Fund Ltd. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
| /s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner | 11/07/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Roderick Wong, M.D. | 11/07/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Darshan Patel - For RTW Master Fund, Ltd., By Darshan Patel, Director | 11/07/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By Darshan Patel, Director | 11/07/2025 | |
| **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) | RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including RTW Master Fund, Ltd. ("Master Fund"), RTW Innovation Master Fund, Ltd. ("RTW Innovation") and other funds or accounts managed by the Adviser (each, an "Other RTW Fund"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of the Adviser. Each Reporting Person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (2) | Held directly by Master Fund. |
| (3) | Held directly by RTW Innovation. |
| (4) | Held by an Other RTW Fund. |
| (5) | On November 5, 2025, pursuant to the terms of that certain Note Purchase Agreement dated April 14, 2024 as amended through April 15, 2025 (the "Amended Note Purchase Agreement"), the Reporting Persons delivered, and the Issuer accepted, conversion notices to convert $5.0 million aggregate principal amount of the convertible senior secured notes (the "Notes") held by the Reporting Persons at the floor conversion price of $3.35 per share. The remaining outstanding amount of the Notes remains convertible at a conversion price of $40.50 per share, as well as additional conversion prices in the discretion of the Issuer (the "Discretionary Conversions"). |
| (6) | The Notes bear interest at an annual rate of 6.0%, which is payable quarterly in cash, or, at the Issuer's option, in kind for the first three years. The reported amount of shares does not give effect to any increase in principal amount as a result of PIK interest payments. The maturity date of the Notes is April 16, 2031. Pursuant to the Amended Note Purchase Agreement, the RTW Funds may not convert the Notes to the extent that such conversion would result in the RTW Funds beneficially owning more than 9.99% of the Issuer's common stock after giving effect to such conversion, unless converted pursuant to a Discretionary Conversion. |
|
Remarks: Pursuant to the terms of the Amended Note Purchase Agreement, RTW Investments, LP has the right to designate two members of the Issuer's board of directors (the "Board"), and has designated Keith Johns and R. Jason Richey to the Board. Mr. Richey is a consultant of RTW Investments. |
|