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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Velan Capital Investment Management LP 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
X | |||
| Velan Capital Master Fund LP 89 NEXUS WAY GRAND CAYMAN, E9 KY1-9009 |
See Footnote 1 | |||
| Avego Healthcare Capital, L.P. 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
See Footnote 1 | |||
| Velan Capital Holdings LLC 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
See Footnote 1 | |||
| Avego Healthcare Capital Holdings, LLC 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
See Footnote 1 | |||
| Avego Management LLC 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
See Footnote 1 | |||
| Velan Capital Management LLC 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
X | |||
| VENKATARAMAN BALAJI 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
X | |||
| Morgan Adam 100 NORTH MAIN STREET SUITE 301 ALPHARETTA, GA 30009 |
X | |||
| Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner By: /s/ Adam Morgan, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| Avego Healthcare Capital, L.P., By: Avego Healthcare Capital Holdings, LLC, its general partner By: /s/ Balaji Venkataraman, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| Avego Healthcare Capital Holdings, LLC, By: /s/ Balaji Venkataraman, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| Avego Management, LLC, By: /s/ Balaji Venkataraman, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner By: /s/ Adam Morgan, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| Velan Capital Management LLC, By: /s/ Adam Morgan, managing member | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Balaji Venkataraman | 02/09/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Adam Morgan | 02/09/2024 | |
| **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) | This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Avego Healthcare Capital, L.P. ("Avego Fund"), Velan Capital Holdings LLC ("Velan GP"), Avego Healthcare Capital Holdings, LLC ("Avego GP"), Avego Management, LLC ("Avego Management"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares. 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 Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master. |
| (3) | Securities owned directly by Avego Fund. As the general partner of Avego Fund, Avego GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Avego Management may be deemed to beneficially own the securities owned directly by Avego Fund. As the co-investment manager of Avego Fund, Velan Capital may be deemed to beneficially own the securities owned directly by Avego Fund. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Avego GP, Avego Management, Velan GP and Velan IM GP, Mr. Venkataraman may be deemed to beneficially own the securities owned directly by Avego Fund. As the managing member of each of Velan GP and Velan IM GP, Mr. Morgan may be deemed to beneficially own the securities owned directly by Avego Fund. |
| (4) | Reflects a 1-for-10 reverse stock split of the Issuer's common stock, effected on January 4, 2024. |