11/13/2025 | Press release | Distributed by Public on 11/13/2025 16:26
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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 | ||||||||
| Warrant (Right to Buy) | $1.67 | 11/12/2025 | A | 991,544 | (6) | (6) | Common Stock | 991,544 | (1) | 991,544 | I | See footnotes(2)(3) | |||
| Warrant (Right to Buy) | $1.67 | 11/12/2025 | A | 767,848 | (6) | (6) | Common Stock | 767,848 | (1) | 767,848 | I | See footnotes(2)(4) | |||
| Warrant (Right to Buy) | $1.67 | 11/12/2025 | A | 96,896 | (6) | (6) | Common Stock | 96,896 | (1) | 96,896 | I | See footnotes(2)(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RTW INVESTMENTS, LP 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
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WONG RODERICK 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
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RTW MASTER FUND, LTD. 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
X | X | ||
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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 | 11/13/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Roderick Wong, M.D. | 11/13/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Darshan Patel - For RTW Master Fund, Ltd., By Darshan Patel, Director | 11/13/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Darshan Patel - For RTW Innovation Master Fund, Ltd., By Darshan Patel, Director | 11/13/2025 | |
| **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) | The Reporting Persons acquired the shares of Common Stock and Warrants in a private placement by the Issuer. The purchase price per share of Common Stock and accompanying Warrant was $1.67 per share and accompanying Warrant. |
| (2) | 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. |
| (3) | Held directly by Master Fund. |
| (4) | Held directly by RTW Innovation. |
| (5) | Held by an Other RTW Fund. |
| (6) | The Warrant is exercisable following receipt of the Stockholder Approval (as defined herein) at an exercise price of $1.67 per share and terminates on the five year anniversary of the date of the Stockholder Approval. The holder of the Warrant may not exercise such Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Issuer is required to use its reasonable best efforts to hold a meeting of stockholders no later than January 31, 2026 for the purpose of, among other things, obtaining stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants (the "Stockholder Approval"). |
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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. |
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