1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Ventures III, L.P. ("NLV-III") purchased 182,453 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").
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(2)
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These shares are held directly by NLV-III. New Leaf Venture Associates III, L.P. ("NLVA-III LP") is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. ("NLVM-III LLC") is the general partner of NLVA-III LP, and each of NLVA-III LP and NLVM-III LLC may be deemed to have sole voting, investment and dispositive power with respect to the shares held by NLV-III. The reporting person, a member of the Issuer's Board of Directors, is a managing director of NLVM-III LLC and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The reporting person disclaims Section 16 beneficial ownership of the securities held by NLV-III, except to the extent of his pecuniary interest therein, if any.
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(3)
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The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Biopharma Opportunities II, L.P. ("NBPO-II") purchased 65,481 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").
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(4)
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These shares are held directly by NBPO-II. New Leaf BPO Associates II, L.P. ("NBPO-IIA") is the general partner of NBPO-II and New Leaf BPO Management II, L.L.C. ("NBPO-IIM") is the general partner of NBPO-IIA, and each of NBPO-IIA and NBPO-IIM may be deemed to have sole voting, investment and dispositive power with respect to the shares held by NBPO-II. The reporting person, a member of the Issuer's Board of Directors, is a managing director of NBPO-IIM and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NBPO-II. The reporting person disclaims Section 16 beneficial ownership of the securities held by NBPO-II, except to the extent of his pecuniary interest therein, if any.
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(5)
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NLV-III validly exercised 364,906 subscription rights to acquire 182,453 units composed of (i) 182,453 ordinary shares, (ii) 182,453 1-year warrants and (iii) 182,453 5-year warrants.
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(6)
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NBPO-II validly exercised 130,962 subscription rights to acquire 65,481 units composed of (i) 65,481 ordinary shares, (ii) 65,481 1-year warrants and (iii) 65,481 5-year warrants.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.