07/28/2026 | Press release | Distributed by Public on 07/28/2026 19:30
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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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Aghazadeh Behzad C/O AVORO CAPITAL ADVISORS LLC 110 GREENE STREET, SUITE 800 NEW YORK, NY 10012 |
X | X | See Remarks | |
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Avoro Capital Advisors LLC 110 GREENE STREET SUITE 800 NEW YORK, NY 10012 |
X | X | See Remarks | |
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Avoro Ventures LLC 110 GREENE STREET, SUITE 800 NEW YORK, NY 10012 |
X | See Remarks | ||
| Avoro Capital Advisors LLC, by: /s/ Scott Epstein, its Chief Operating Officer & Chief Compliance Officer | 07/28/2026 | |
| **Signature of Reporting Person | Date | |
| Avoro Ventures LLC, by: /s/ Scott Epstein, its Chief Operating Officer Chief Compliance Officer | 07/28/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Behzad Aghazadeh | 07/28/2026 | |
| **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 shares reported on this line were purchased from underwriters in the Issuer's initial public offering (the "IPO") at the initial public offering price of $15.00 per share. Of such shares, 2,066,666 shares were purchased on behalf of Avoro Life Sciences Fund LLC ("Avoro Life Sciences") and 266,667 shares were purchased on behalf of Avoro Ventures Fund L.P. ("Avoro Ventures Fund" and, together with Avoro Life Sciences, the "Funds"). |
| (2) | The shares reported on these lines were purchased on behalf of Avoro Life Sciences in open market transactions on the dates provided in Column 2. |
| (3) | Of the 3,088,888 shares reported in Column 5, 2,598,973 shares are held by Avoro Life Sciences and 489,915 shares are held by Avoro Ventures Fund. |
| (4) | The securities reported herein are held directly by Avoro Life Sciences and Avoro Ventures Fund. Avoro Capital Advisors LLC ("Avoro Capital Advisors") serves as investment adviser to Avoro Life Sciences, and Avoro Ventures LLC ("Avoro Ventures") serves as investment adviser to Avoro Ventures Fund. Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures. By virtue of these relationships, each of the Reporting Persons may be deemed to beneficially own the securities held by the Funds. |
| (5) | Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The shares reported herein are held on behalf of the Funds and other managed accounts, within the meaning of Rule 16a-1(a)(2). |
| (6) | The amount reported in Column 5 includes 697,650 shares of Common Stock issuable upon conversion of shares of the Issuer's Series B Preferred Stock held by the Funds, which shares were reported on an as-converted basis in the Reporting Persons' Form 3 filed on July 23, 2026. Each share of Series B Preferred Stock was convertible into Common Stock on a one-for-0.1689 basis at the option of the holder and converted automatically into Common Stock, without the payment of any consideration, upon the closing of the IPO on July 27, 2026. No transaction is reported in Table I or Table II with respect to the conversion. |
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Remarks: Avoro Capital Advisors and Avoro Ventures may be deemed directors by deputization of the Issuer by virtue of the fact that Dr. Aghazadeh currently serves on the board of directors of the Issuer. |
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