10/15/2024 | Press release | Distributed by Public on 10/15/2024 19:50
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
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(a)
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☐
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(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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☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 | ||||
8
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SHARED VOTING POWER
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0
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||||
9
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SOLE DISPOSITIVE POWER
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0
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||||
10
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SHARED DISPOSITIVE POWER
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0
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Aaron I. Davis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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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
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
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73,137 | ||||
8
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SHARED VOTING POWER
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2,946,915
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9
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SOLE DISPOSITIVE POWER
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73,137
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||||
10
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SHARED DISPOSITIVE POWER
|
|||
2,946,915
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
3,020,052
|
||||
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)
|
|||
8.1%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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1
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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
|
|||
2,946,915
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
2,946,915
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
2,946,915
|
||||
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)
|
|||
7.9%
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
OO; IA
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Item 2.
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Identity and Background.
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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)
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Sole power to vote or to direct the vote:
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Mr. Davis has the sole power to vote or to direct the vote of 73,137 shares of Common Stock underlying Issuer options exercisable within 60 days.
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(ii)
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Shared power to vote or to direct the vote:
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BCM and Mr. Davis and have shared power to vote or to direct the vote of 2,946,915 shares of Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of:
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Mr. Davis has the sole power to vote or to direct the vote of 73,137 shares of Common Stock underlying Issuer options exercisable within 60 days.
|
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(iv)
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Shared power to dispose or to direct the disposition of:
|
|
BCM and Mr. Davis have shared power to dispose or to direct the disposition of 2,946,915 shares of Common Stock.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit No.
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Description
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Exhibit 3
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Joint Filing Agreement, dated October 15, 2024, among Boxer Capital, Mr. Davis and BCM.
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BOXER CAPITAL, LLC
|
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By: Boxer Asset Management Inc.
Its: Manager
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By:
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/s/ Paul Higgs |
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Name: |
Paul Higgs |
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Title: |
Director
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AARON I. DAVIS
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/s/ Aaron I. Davis |
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Aaron I. Davis Individually
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BOXER CAPITAL MANAGEMENT, LLC
|
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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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
|
||
BOXER CAPITAL MANAGEMENT, LLC
|
||||
By:
|
/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Chief Executive Officer
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Name
|
Present Principal Occupation or Employment
|
Citizenship
|
||
Boxer Asset Management Inc.
|
Manager
|
Bahamas
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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
|