05/14/2026 | Press release | Distributed by Public on 05/14/2026 17:41
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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 | 05/12/2026 | A(1) | 6,377,714(1) | (2) | (2) | Common Stock | 6,377,714 | $3.9199 | 14,710,714 | I | See footnotes(3)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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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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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 Ventures LLC 110 GREEN STREET, SUITE 800 NEW YORK, NY 10012 |
X | X | See Remarks | |
| Avoro Capital Advisors LLC, by: /s/ Scott Epstein, its Chief Operating Officer & Chief Compliance Officer | 05/14/2026 | |
| **Signature of Reporting Person | Date | |
| Avoro Ventures LLC, by: /s/ Scott Epstein, its Chief Operating Officer & Chief Compliance Officer | 05/14/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Behzad Aghazadeh | 05/14/2026 | |
| **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 reported herein were acquired on behalf of accounts managed by Avoro Capital Advisors (as defined below) directly from the Issuer in a private placement. |
| (2) | Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 12, 2026, exercise the Pre-funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the Reporting Persons cannot exercise any of the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 19.99% of the outstanding Common Stock (the "19.99% Blocker"). Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants due to the 19.99% Blocker. |
| (3) | This Form 4 is filed by Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro Capital Advisors"), Avoro Ventures LLC, a Delaware limited liability company ("Avoro Ventures") and Behzad Aghazadeh ("Dr. Aghazadeh", and together with Avoro Capital Advisors and Avoro Ventures, the "Reporting Persons"). Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures. |
| (4) | The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
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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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