09/10/2025 | Press release | Distributed by Public on 09/10/2025 17:34
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | (1) | (1) | Common Stock | 686,138 | (1) | D(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Deep Track Biotechnology Master Fund, Ltd. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVE GEORGE TOWN, E9 KY1-9001 |
X | |||
Deep Track Capital, LP 200 GREENWICH AVE, 3RD FLOOR GREENWICH, CT 06830 |
X | |||
KROIN DAVID C/O DEEP TRACK CAPITAL, LP 200 GREENWICH AVE, 3RD FLOOR GREENWICH, CT 06830 |
X |
Deep Track Biotechology Master Fund, Ltd. /s/ David Kroin, Director | 09/10/2025 | |
**Signature of Reporting Person | Date | |
Deep Track Capital, LP /s/ David Kroin, Managing Member of the General Partner of the Investment Adviser | 09/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ David Kroin | 09/10/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 C Preferred Stock is convertible at anytime at the option of the holder, without payment of additional consideration, into Common Stock and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, the Series C Preferred Stock will convert automatically at a conversion ratio that is dependent upon the initial price per share to the public in the Issuer's initial public offering. |
(2) | Represents securities held by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP is the investment manager of Deep Track Biotechnology Master Fund, Ltd. Mr. David Kroin is the managing member of Deep Track Capital GP, LLC, the general partner of Deep Track Capital, LP., and by virtue of such status may be deemed to be the beneficial owner of the shares owned by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP and Mr. Kroin disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests. |