07/23/2026 | Press release | Distributed by Public on 07/23/2026 15:10
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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 | ||||||||
| Pre-Funded Warrant (Right to Buy) | $0.0001 | 07/21/2026 | J(1) | 209,254 | (10) | (10) | Common Stock | 209,254 | (1) | 209,254 | I | See Footnotes(2)(3) | |||
| Pre-Funded Warrant (Right to Buy) | $0.0001 | 07/21/2026 | J(4) | 161,807 | (10) | (10) | Common Stock | 161,807 | (4) | 161,807 | I | See footnotes(2)(5) | |||
| Pre-Funded Warrant (Right to Buy) | $0.0001 | 07/21/2026 | J(6) | 19,934 | (10) | (10) | Common Stock | 19,934 | (6) | 19,934 | I | See footnotes(2)(7) | |||
| Pre-Funded Warrant (Right to Buy) | $0.0001 | 07/21/2026 | J(8) | 1,771 | (10) | (10) | Common Stock | 1,771 | (8) | 1,771 | I | See footnotes(2)(9) | |||
| 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 |
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WONG RODERICK 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY 10014 |
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| /s/ Roderick Wong, M.D. - For RTW Investments, L.P., By: Roderick Wong, M.D., Managing Partner | 07/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Roderick Wong, M.D. | 07/23/2026 | |
| **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) | On July 21, 2026, RTW Master Fund, Ltd. ("Master Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Master Fund exchanged, for no additional consideration, 209,254 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 209,254 shares of the Issuer's Common Stock at an exercise price of $0.0001 per share (a "Pre-Funded Warrant"). |
| (2) | RTW Investments, LP (the "Adviser") manages certain funds that directly hold the securities reported herein, including the Master Fund, RTW Innovation Master Fund, Ltd. ("RTW Innovation"), RTW Biotech Opportunities Operating Ltd. ("RTW Biotech Fund") 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) | On July 21, 2026, RTW Innovation entered into an Exchange Agreement with the Issuer pursuant to which the RTW Innovation exchanged, for no additional consideration, 161,807 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 161,807 shares of the Issuer's Common Stock. |
| (5) | Held directly by RTW Innovation. |
| (6) | On July 21, 2026, RTW Biotech Fund entered into an Exchange Agreement with the Issuer pursuant to which the RTW Biotech Fund exchanged, for no additional consideration, 19,934 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 19,934 shares of the Issuer's Common Stock. |
| (7) | Held directly by RTW Biotech Fund. |
| (8) | On July 21, 2026, RTW Innovation entered into an Exchange Agreement with the Issuer pursuant to which Other RTW Fund exchanged, for no additional consideration, 1,771 shares of the Issuer's Common Stock for a Pre-Funded Warrant exercisable for 1,771 shares of the Issuer's Common Stock. |
| (9) | Held by an Other RTW Fund. |
| (10) | The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the holder shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the holder, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. |
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Remarks: On June 18, 2026, the Issuer effected a 1-for-15 reverse stock split. The share counts herein reflect the reverse stock split. |
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