| (a) | This Amendment No. 5 (the "Amendment No. 5") to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 24, 2025 (the "Schedule 13D"), Amendment No. 1 thereto filed on June 4, 2025, Amendment No. 2 thereto filed on August 18, 2025, Amendment No. 3 thereto filed on October 20, 2025 and Amendment No. 4 thereto filed on July 17, 2026. This Amendment No. 5 is filed by:
(i) Apeiron Investment Group Ltd. ("Apeiron");
(ii) Apeiron Presight Capital Fund II, L.P. ("Presight II");
(iii) Presight Capital Management I, L.L.C. ("Presight Management");
(iv) Fabian Hansen; and
(v) Christian Angermayer. |
| (c) | The principal business of Apeiron and Presight II are making investments. The principal business of Presight Management is acting as the general partner of Presight II. Apeiron's sole director is Sanad Abushala and his principal business address is Centris Business Gateway, Level 0/C, Triq Is-Salib tal-Imriehel, Zone 3, Central Business District, Mirehel, Birkirkara, Malta CBD 3020. His present principal occupation is Head of Treasury at Apeiron. |
| | Item 4 of the Schedule 13D is hereby amended and supplemented in its entirety as follows:
As previously disclosed, on July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent.
On September 11, 2026 , the Merger was consummated pursuant to the Merger Agreement. At the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares held in the treasury of the Issuer, owned by the Issuer or any of its subsidiaries, or owned by Parent, Merger Sub or any of their wholly owned subsidiaries, and (y) Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) $6.75 (the "Closing Amount") per share in cash, without interest, plus (ii) one contingent value right per share (each, a "CVR" and collectively, the "CVRs"), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones payable in accordance with the terms of a Contingent Value Rights Agreement (the "CVR Agreement") (the foregoing clauses (i) and (ii), collectively, the "Merger Consideration"), less any applicable tax withholding. In connection with the Merger, at the Effective Time, each option to purchase Common Stock granted under an Issuer equity incentive plan (each, a "Company Stock Option") with a per share exercise price less than the Closing Amount that was outstanding immediately prior to the Effective Time, whether or not vested (each, a "Company Cash-Out Stock Option"), was cancelled and, in exchange therefor, the holder of such Company Cash-Out Stock Option became entitled to receive (A) an amount in cash, without interest and less applicable tax withholdings, equal to the product of (1) the total number of shares subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (for Company Cash-Out Stock Options subject to performance-based vesting, assuming applicable performance goals are achieved in full) multiplied by (2) the excess of the Closing Amount over the applicable exercise price per share under such Company Cash-Out Stock Option and (B) one CVR for each share subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to vesting) (the "Cash-Out Stock Option Consideration").
Accordingly, 55,770,948 shares of Common Stock deemed to be beneficially owned by the Reporting Persons immediately prior to the Effective Time were converted into the right to receive the Merger Consideration. In addition, 2,809,016 Company Stock Options beneficially owned by Christian Angermayer were cancelled and Mr. Angermayer became entitled to receive the Cash-Out Stock Option Consideration therefor.
As a result of the Merger, the Reporting Persons ceased to beneficially own any shares of Common Stock. |
