04/25/2024 | Press release | Distributed by Public on 04/25/2024 14:56
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 | |
Fairmount Funds Management LLC 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 |
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Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 |
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Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 |
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Harwin Peter Evan 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 |
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/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 2024-04-25 |
**Signature of Reporting Person | Date |
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. | 2024-04-25 |
**Signature of Reporting Person | Date |
/s/ Tomas Kiselak | 2024-04-25 |
**Signature of Reporting Person | Date |
/s/ Peter Harwin | 2024-04-25 |
**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) | Pursuant to an Exchange Agreement between Fairmount Healthcare Fund II L.P. ("Fund II") and the Issuer dated as of April 23, 2024, Fund II exchanged 90,992 shares of Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") for 3,639,680 shares of Common Stock, effective on April 25, 2024. |
(2) | Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
(3) | Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. |