| (a) | This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah and the Fund are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act"), is attached hereto as Exhibit 99.1.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. |
| | Item 4 of the Statement is hereby amended and supplemented as follows:
The Offer and withdrawal rights expired as scheduled at one minute following 11:59 p.m., Eastern Time, on January 6, 2026 (such date and time, the "Expiration Time"). As of the Expiration Time, a sufficient number of shares were validly tendered and not validly withdrawn such that the minimum tender condition to the Offer was satisfied, and following the satisfaction of each other condition to the Offer, Parent and Purchaser irrevocably accepted for payment, on January 7, 2026, all shares that were validly tendered and not validly withdrawn pursuant to the Offer. Also on January 7, 2026, following consummation of the Offer, Purchaser merged with and into the Issuer, with the Issuer being the surviving corporation (the "Merger"). The Merger was governed by Section 251(h) of the Delaware General Corporation Law (the "DGCL"), with no vote of the stockholders of the Issuer required to consummate the Merger. Upon completion of the Merger, the Issuer became a wholly owned subsidiary of Parent, the Issuer's common stock was deregistered under the Securities and Exchange Act of 1934, as amended, and the Issuer's common stock ceased to be listed for trading on the Nasdaq Stock Market.
At the Effective Time and pursuant to the terms and conditions of the Merger Agreement, each Common Share then outstanding (other than Common Shares (a) held by the Issuer (or in the Issuer's treasury), Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent or the Issuer, or by stockholders of the Issuer who have properly exercised and perfected their statutory rights of appraisal under the DGCL, or (b) irrevocably accepted for purchase in the Offer) was automatically canceled and converted into the right to receive the Common Share Offer Price (the "Common Share Merger Consideration"), without interest and subject to any applicable withholding of taxes.
At the Effective Time and pursuant to the terms and conditions of the Merger Agreement, each Series A Share then outstanding (other than Series A Shares (a) held by the Issuer (or in the Issuer's treasury), Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent or the Issuer, or by stockholders of the Issuer who have properly exercised and perfected their statutory rights of appraisal under the DGCL, or (b) irrevocably accepted for purchase in the Offer) was automatically canceled and converted into the right to receive the Series A Offer Price, without interest and subject to any applicable withholding of taxes.
As of immediately prior to and contingent upon the occurrence of the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent unexercised as of immediately before the Effective Time, was cancelled at the Effective Time and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to the product of (i) the total number of Common Shares subject to the fully vested Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Common Share Merger Consideration over (y) the exercise price payable per Common Share under such Option. Any Option with an exercise price that was equal to or greater than the Common Share Merger Consideration was cancelled at the Effective Time for no consideration.
All warrants to purchase shares of common stock that were outstanding and unexercised as of immediately prior the Effective Time, whether vested or unvested were treated as being simultaneously cashless exercised in accordance with their terms and subject to any applicable withholding of taxes.
The Fund tendered all 3,365,523 Common Shares and 89,956 shares of Series A Shares held by it in the Offer. By virtue of the foregoing transactions, on January 7, 2025, all Common Shares previously held by the Fund were accepted for payment, cancelled and converted into the right to receive the Common Share Offer Price and all Series A Shares previously held by the Fund were accepted for payment, cancelled and converted into the right to receive the Series A Share Offer Price. The Pre-Funded Warrants to purchase up to 1,286,786 Common Shares previously held by the Fund were deemed to be exercised on a cashless basis for 1,286,785 Common Shares, with the resulting Common Shares cancelled and converted into the right to receive the Common Share Offer Price. All stock options previously held by Dr. Resnick for the benefit of RA Capital became fully vested and exercisable and were canceled at the Effective Time and converted into the right to receive the cash consideration, as described above.
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