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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sands Capital Life Sciences Pulse Fund II, L.P. 1000 WILSON BLVD., SUITE 3000 ARLINGTON, VA 22209 |
X | |||
| Sands Capital Ventures, LLC 1000 WILSON BLVD., SUITE 3000 ARLINGTON, VA 22209 |
X | |||
| SANDS FRANK M. 1000 WILSON BLVD, SUITE 3000 ARLINGTON, VA 22209 |
X | |||
| Sands Capital Life Sciences Pulse Fund II, L.P., By: Sands Capital Life Sciences Pulse Fund II-GP, L.P., its General Partner, By: Sands Capital Life Sciences Pulse Fund II-GP, LLC, its General Partner, By: /s/ Jonathan Goodman, General Counsel | 10/25/2024 | |
| **Signature of Reporting Person | Date | |
| Sands Capital Ventures, LLC, By: /s/ Jonathan Goodman, General Counsel | 10/25/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Frank M. Sands | 10/25/2024 | |
| **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) | This report does not include a Series A-1 warrant to purchase 5,475,000 shares of Common Stock (the "Series A-1 Warrant") or a Series B-1 warrant to purchase 10,068,120 shares of Common Stock (the "Series B-1 Warrant"), in each case held by Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II"), each of which was purchased by Sands Pulse Fund II from the Issuer pursuant to that certain securities purchase agreement dated October 9, 2024 between the Issuer and, among certain other institutional and accredited investors, Sands Pulse Fund II (the "Purchase Agreement"). |
| (2) | (Continued from footnote 1) The Series A-1 Warrant is exercisable on the earlier of (a) the 75th calendar day following the initial filing date of the registration statement covering the resale of the shares of Common Stock underlying the Series A-1 warrants and Series B-1 warrants issued pursuant to the Purchase Agreement (the "Warrant Initial Registration Statement") if the Securities and Exchange Commission ("SEC") notifies the Issuer that it will "review" the Warrant Initial Registration Statement and (b) the fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Warrant Initial Registration Statement will not be "reviewed" or (even if previously subject to review pursuant to clause (a) of this sentence) will not be subject to further review (the "Initial Exercise Date"). The Series B-1 Warrant is exercisable on the Initial Exercise Date, provided that, to the extent exercisable, |
| (3) | (Continued from footnote 2) the Series A-1 Warrant issued to Sands Pulse Fund II has been exercised in full either by Sands Pulse Fund II or its transferee permitted by the terms of the Series A-1 Warrant. The Series A-1 Warrant and the Series B-1 Warrant each provide that the holder of such warrant will not have the right to exercise any portion of such warrant if such holder, together with its affiliates, would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Reporting Persons each disclaim beneficial ownership of the shares of Common Stock underlying each of the Series A-1 Warrant and Series B-1 Warrant because neither the Series A-1 Warrant nor the Series B-1 Warrant is exercisable within 60 days of this filing and such date is not determinable at this time. |
| (4) | Represents shares of common stock, par value $0.001, of the Issuer ("Common Stock") held by Sands Pulse Fund II. Sands Capital Ventures, LLC ("Sands Ventures") is the investment manager of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund II-GP, L.P. ("Sands Pulse GP L.P.") is the general partner of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund II-GP, LLC ("Sands Pulse GP LLC") is the general partner of Sands Pulse GP L.P. Sands Ventures, Sands Pulse GP L.P. and Sands Pulse GP LLC each disclaim beneficial ownership of such securities except to the extent of their relative pecuniary interest therein. Frank M. Sands holds ultimate voting and investment power over these securities and may be deemed to beneficially own the securities. Mr. Sands disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |