08/22/2024 | Press release | Distributed by Public on 08/22/2024 15:07
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BVF PARTNERS L P/IL 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
BVF I GP LLC 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
BVF II GP LLC 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 |
X |
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See Remarks and Footnotes |
BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 |
X |
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See Remarks and Footnotes |
BVF GP HOLDINGS LLC 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
BVF INC/IL 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
LAMPERT MARK N 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA94104 |
X |
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See Remarks and Footnotes |
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 2024-08-22 |
**Signature of Reporting Person | Date |
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 2024-08-22 |
**Signature of Reporting Person | Date |
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 2024-08-22 |
**Signature of Reporting Person | Date |
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 2024-08-22 |
**Signature of Reporting Person | Date |
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 2024-08-22 |
**Signature of Reporting Person | Date |
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 2024-08-22 |
**Signature of Reporting Person | Date |
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 2024-08-22 |
**Signature of Reporting Person | Date |
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 2024-08-22 |
**Signature of Reporting Person | Date |
BVF Inc., By: /s/ Mark N. Lampert, President | 2024-08-22 |
**Signature of Reporting Person | Date |
/s/ Mark N. Lampert | 2024-08-22 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. |
(3) | Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. |
(4) | Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. |
(5) | Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Gorjan Hrustanovic, who serves on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
(6) | The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to certain conditions and limitations, and do not expire. |
(7) | The shares underlying this stock option shall vest in full upon the earlier to occur of (i) June 18, 2025 and (ii) the date of the next annual meeting of the Issuer's stockholders. |
(8) | The shares subject to the option have fully vested. |