07/29/2026 | Press release | Distributed by Public on 07/29/2026 15:23
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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 | ||||||||
| Stock Option (right to buy) | $6.18 | 07/27/2026 | A | 25,000 | (1) | 07/27/2036 | Common Stock | 25,000 | $ 0 | 25,000 | D | ||||
| Restricted Stock Unit (RSU) | (2) | 07/27/2026 | A | 16,700 | (3) | 07/27/2036 | Common Stock | 16,700 | $ 0 | 16,700 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Royston Aaron 22722 29TH DR. SE SUITE 100 BOTHELL, WA 98021 |
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| Sandra Thomson as attorney-in-fact | 07/29/2026 | |
| **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) | The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date. |
| (2) | Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement. |
| (3) | Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date. |
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Remarks: Dr. Royston is a member of venBio Global Strategic GP V, LLC, which is the general partner of venBio Global Strategic Fund V, L.P. ("venBio V"), and is a member of the board of directors of the Issuer. These options and RSUs are held by Dr. Royston for the benefit of venBio V. Pursuant to policies of venBio Partners, the manager of venBio V, with respect to director compensation, upon the exercise of these options, the vesting and settlement of these RSUs, and the sale of the underlying securities, the proceeds will be remitted to venBio V. Dr. Royston disclaims beneficial ownership over the shares underlying the options and RSUs held for the benefit of venBio V except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or any other purpose. |
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