11/12/2025 | Press release | Distributed by Public on 11/12/2025 18:33
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MPM BioVentures 2014, L.P. C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM BioVentures 2014 (B), L.P. C/O MPM BIOIMPACT 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM BioVentures 2014 LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM BioVentures 2014 GP LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM Asset Management Investors BV2014 LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC | 11/12/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC | 11/12/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC, the GP of MPM BioVentures 2014 (B), L.P. | 11/12/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC, the GP of MPM BioVentures 2014, L.P. | 11/12/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC | 11/12/2025 | |
| **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) | Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 dated September 24, 2025. |
| (2) | The shares were sold as follows: 4,702 by MPM Asset Management LLC ("AM LLC"), 29,704 by MPM BioVentures 2014, L.P. ("BV 2014"), 1,981 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 1,022 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 6,541 by MPM Oncology Innovations Fund, L.P. ("MPM OIF") and 24,530 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.075 to $1.188 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF. MPM BioImpact LLC ("BioImpact") is the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is a member of AM LLC, a managing director of BV LLC, a manager of MPM OIF GP and the managing partner of BioImpact. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| (5) | The shares are held as follows: 400,824 by AM LLC, 2,531,366 by BV 2014, 168,839 by BV 2014(B), 87,127 by AM BV2014, 555,368 by MPM OIF and 2,092,716 by UBS Oncology. |
| (6) | The shares were sold as follows: 3,335 by AM LLC, 21,067 by BV 2014, 1,405 by BV 2014(B), 725 by AM BV2014, 4,640 by MPM OIF and 17,398 by UBS Oncology. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.145 to $1.21 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (8) | The shares are held as follows: 397,489 by AM LLC, 2,510,299 by BV 2014, 167,434 by BV 2014(B), 86,402 by AM BV2014, 550,728 by MPM OIF and 2,075,318 by UBS Oncology. |
| (9) | The shares were sold as follows: 3,832 by AM LLC, 24,208 by BV 2014, 1,615 by BV 2014(B), 832 by AM BV2014, 5,331 by MPM OIF and 19,992 by UBS Oncology. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.115 to $1.17 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (11) | The shares are held as follows: 393,657 by AM LLC, 2,486,091 by BV 2014, 165,819 by BV 2014(B), 85,570 by AM BV2014, 545,397 by MPM OIF and 2,055,326 by UBS Oncology. |
| (12) | The shares were sold as follows: 2,792 by AM LLC, 17,640 by BV 2014, 1,177 by BV 2014(B), 607 by AM BV2014, 3,885 by MPM OIF and 14,568 by UBS Oncology. |
| (13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.065 to $1.145 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (14) | The shares are held as follows: 390,865 by AM LLC, 2,468,451 by BV 2014, 164,642 by BV 2014(B), 84,963 by AM BV2014, 541,512 by MPM OIF and 2,040,758 by UBS Oncology. |
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Remarks: This filing is 1 of 2 identical filings due to limitations on number of Reporting Persons. See Form 4 filed by Ansbert Gadicke. |
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