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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) (4) | $ 0.38 | 02/07/2024 | A | 460,526 | 02/07/2024 | 02/07/2028 | Common Stock, $0.01 par value | 460,526 | $ 0.38 | 460,526 | I | Refer to footnote. (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ferayorni Justin John 5050 AVENIDA ENCINAS, SUITE 360 CARLSBAD, CA 92008 |
X | X | ||
| /s/ Justin J. Ferayorni | 02/08/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | The reported securities represent shares owned directly by Mr. Ferayorni. |
| (2) | The reported securities represent 4,244,334 shares held directly by Tamarack Global Healthcare Fund, L.P. ("Fund 1") and 686,548 shares held directly by Tamarack Global Healthcare Fund QP, L.P. ("Fund 2"). Tamarack Capital Management, LLC is the general partner of Fund 1 and Fund 2, Tamarack Advisors, LP is the investment advisor to Fund 1 and Fund 2, and Justin J. Ferayorni is the sole managing member of both Tamarack Capital Management, LLC and Tamarack Capital GP, LLC. Tamarack Capital Management, LLC, Tamarack Advisors, LP, and Mr. Ferayorni may be deemed indirect beneficial owners of the shares held by Fund 1 and Fund 2 for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). |
| (3) | Tamarack Capital Management, LLC, Tamarack Advisors, LP, and Mr. Ferayorni disclaim beneficial ownership of any of the shares held by Fund 1 and Fund 2 for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(v) and (vii) under the Act. To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund 1 and Fund 2 for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, if any. |
| (4) | Reflects a warrant to purchase 460,526 shares of the Issuer's common stock, par value $0.01 per share, acquired in connection with a private placement offering by the Issuer. The Warrant has an exercise price of $0.38 per share, is exercisable immediately, and will expire on February 7, 2028. |
| (5) | The reported securities are owned directly by The Ferayorni Family Trust for which Mr. Ferayorni serves as trustee. |