10/26/2026 | Press release | Distributed by Public on 10/26/2026 14:00
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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) | $0.001 | 10/26/2026 | M | 776,648 | (4)(5) | (6) | Common Stock | 776,648 | (4) | 0 | I | See Footnotes(1)(7) | |||
| Pre-Funded Warrant (right to buy) | $0.001 | 12/23/2025(9) | (6) | Common Stock | 457,645 | 457,645 | I | See Footnotes(3)(7) | |||||||
| Pre-Funded Warrant (right to warrant) | $0.001 | 12/23/2025(9) | (6) | Common Stock | 1,372,935 | 1,372,935 | I | See Footnotes(2)(7) | |||||||
| Pre-Funded Warrant (right to buy) | $0.001 | (4)(9) | (6) | Common Stock | 2,352,932 | 2,352,932 | I | See Footnotes(3)(7)(8) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
X | X | ||
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EDELMAN JOSEPH 51 ASTOR PL, 10TH FLOOR NEW YORK, NY 10003 |
X | X | ||
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PERCEPTIVE LIFE SCIENCES MASTER FUND LTD 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
X | X | ||
| /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 10/26/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | 10/26/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph Edelman | 10/26/2026 | |
| **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 securities are directly held by Sermonix Pharmaceuticals, Inc. ("Sermonix"). An affiliate of Perceptive Advisors LLC (the "Advisor") currently holds approximately 29% of the outstanding capital stock of Sermonix (excluding securities convertible into shares of Sermonix capital stock). Pursuant to General Instruction 4.b.(iv) of Form 4, the Reporting Persons with this filing have reported the entire amount of Sermonix's interest in the securities, rather than the Reporting Person's proportionate interest in the securities held by Sermonix. |
| (2) | The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). The Advisor serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. |
| (3) | The securities are directly held by Perceptive Xontogeny Venture Fund II, LP ("PXV II"). Perceptive Venture Advisors, LLC serves as the investment manager of PXV II and is controlled by the Advisor, and Perceptive Xontogeny Venture II GP, LLC ("PXV GP") is the general partner of PXV II. Mr. Edelman is the managing member of PXV GP and the Advisor. |
| (4) | The securities were issued to Sermonix in exchange for the grant of certain licenses and rights by Sermonix to the Issuer. The Pre-Funded Warrants became exercisable on March 18, 2026 upon receipt by the Issuer of stockholder approval such that the Pre-Funded Warrants can be exercised at any time without restriction or additional stockholder approval. |
| (5) | The Pre-Funded Warrants may not be exercised if, after such exercise, Sermonix, together with its Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 49.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise. |
| (6) | The Pre-Funded Warrants do not expire. |
| (7) | Each of Mr. Edelman, the Advisor, the Master Fund and PXV II disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| (8) | On October 26, 2026, PXV II received from Sermonix Pre-Funded Warrants exercisable for 2,352,932 shares of Common Stock pursuant to a distribution of securities held by Sermonix to holders of Sermonix common stock. |
| (9) | The Pre-Funded Warrants may not be exercised if, after such exercise, the Master Fund or PVX II, together with its Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation does not permit the Master Fund or PXV II to exercise any of its Warrants. |