10/15/2024 | Press release | Distributed by Public on 10/15/2024 20:00
1
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NAMES OF REPORTING PERSONS
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Boxer Capital, LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
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☐
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0 | ||||
8
|
SHARED VOTING POWER
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|||
0
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||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
0
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
0
|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||
0%
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
OO
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||||
1
|
NAMES OF REPORTING PERSONS
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MVA Investors, LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
N/A
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0 | ||||
8
|
SHARED VOTING POWER
|
|||
85,939
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
85,939
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
85,939
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
0.2%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
OO | ||||
1
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NAMES OF REPORTING PERSONS
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Aaron I. Davis
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
N/A
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States of America
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
6,534,298
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
6,534,298
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,534,298
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
12.4%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN
|
||||
1
|
NAMES OF REPORTING PERSONS
|
|||
Boxer Capital Management, LLC |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
N/A
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
6,448,359
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
6,448,359
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,448,359
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
12.2%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
OO, IA
|
||||
1
|
NAMES OF REPORTING PERSONS
|
|||
Siddarth Subramony |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
N/A
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States of America |
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
38,300
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
38,300
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
38,300
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
0.1%
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN
|
||||
Item 2.
|
Identity and Background.
|
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(i)
|
Sole power to vote or to direct the vote:
|
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None of the Reporting Persons has the sole power to vote or to direct the vote of any shares of Common Stock of the Issuer.
|
||
(ii)
|
Shared power to vote or to direct the vote:
|
|
BCM, MVA Investors, Mr. Davis and Dr. Subramony have shared power to vote or to direct the vote of 6,572,598 shares of Common Stock.
|
||
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock of the Issuer.
|
||
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
BCM, MVA Investors, Mr. Davis and Dr. Subramony have shared power to dispose or to direct the disposition of 6,572,598 shares of Common Stock.
|
Item 7.
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Material to be Filed as Exhibits.
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Exhibit No.
|
Description
|
Exhibit 3
|
Joint Filing Agreement, dated October 15, 2024, among Boxer Capital, Mr. Davis, MVA Investors, Dr. Subramony and BCM.
|
BOXER CAPITAL, LLC
|
||||
By: Boxer Asset Management Inc.
Its: Manager
|
||||
By:
|
/s/Paul Higgs |
|||
Name:
|
Paul Higgs
|
|||
Title:
|
Director
|
|||
AARON I. DAVIS
|
||||
/s/Aaron Davis |
||||
Aaron I. Davis, Individually
|
||||
SIDDARTH SUBRAMONY
|
||||
/s/ Siddarth Subramony |
||||
Siddarth Subramony, Individually
|
||||
MVA INVESTORS, LLC
|
||||
By:
|
/s/ Aaron I. Davis |
|||
Name:
|
Aaron I. Davis
|
|||
Title:
|
Authorized Signatory
|
|||
BOXER CAPITAL MANAGEMENT, LLC
|
||||
By:
|
/s/ Aaron I. Davis |
|||
Name:
|
Aaron I. Davis
|
|||
Title:
|
Chief Executive Officer
|
BOXER CAPITAL, LLC
|
||||
By: Boxer Asset Management Inc.
Its: Manager
|
||||
By:
|
/s/ Paul Higgs |
|||
Name:
|
Paul Higgs
|
|||
Title:
|
Director
|
|||
AARON I. DAVIS
|
||||
/s/ Aaron I. Davis |
||||
Aaron I. Davis, Individually
|
||||
SIDDARTH SUBRAMONY
|
||||
Siddarth Subramony, Individually
|
||||
MVA INVESTORS, LLC
|
||||
By:
|
/s/ Aaron I. Davis |
|||
Name:
|
Aaron I. Davis
|
|||
Title:
|
Authorized Signatory
|
|||
BOXER CAPITAL MANAGEMENT, LLC
|
||||
By:
|
/s/ Aaron I. Davis |
|||
Name:
|
Aaron I. Davis
|
|||
Title:
|
Chief Executive Officer
|
Name
|
Present Principal Occupation or Employment
|
Citizenship
|
||
Boxer Asset Management Inc.
|
Manager
|
Bahamas
|
Name
|
Present Principal Occupation or Employment
|
Citizenship
|
||
Aaron I. Davis
|
Manager, Chief Executive Officer
|
United States
|
||
Christopher Fuglesang
|
Member, President
|
United States
|
||
Name
|
Present Principal Occupation or Employment
|
Citizenship
|
||
Aaron I. Davis
|
Chief Executive Officer; Chief Investment Officer; Manager
|
United States
|
||
Christopher Fuglesang |
Senior Managing Director |
United States |
||
Michael Beauchamp
|
Vice President of Finance
|
United States
|