| (b) | Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104 |
| (a) | Amount beneficially owned:
As of the close of business on March 31, 2026, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held pre-funded warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 6,050,782 Shares, subject to the Pre-Funded Warrants Blocker (as defined and described below). The Pre-Funded Warrants are exercisable immediately, do not expire, and have an exercise price of $0.0001 per Share. A holder of Pre-Funded Warrants shall not have the right to exercise any portion of the Pre-Funded Warrants pursuant to the terms and conditions thereof and any such exercise shall be null and void and treated as if never made to the extent that immediately prior to or after giving effect to such exercise, such holder together with the other Attribution Parties (as defined in the Form of Pre-Funded Warrant to Purchase Common Stock) collectively would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the "Pre-Funded Warrants Blocker"). As of the close of business on March 31, 2026, the Pre-Funded Warrants Blocker limits the exercise of the Pre-Funded Warrants by the Reporting Persons and the Partners Managed Account to 24,613 Shares out of 6,050,782 Shares underlying the Pre-Funded Warrants owned by them in the aggregate.
As of the close of business on March 31, 2026, the Reporting Persons and the Partners Managed Account held Series 1 Warrants (the "Series 1 Warrants") exercisable for an aggregate of 1,862,891 Shares, and Series 2 Warrants (the "Series 2 Warrants", and together with the Series 1 Warrants, the "Series Warrants") exercisable for an aggregate of 1,862,891 Shares, subject to the Series Warrants Blocker (as defined and described below). The Series 1 Warrants are exercisable immediately, expire on June 30, 2027, and have an exercise price of $13.42 per Share. The Series 2 Warrants are exercisable immediately, expire on December 31, 2030, and have an exercise price of $20.13 per Share. Each holder of Series Warrants will be prohibited from exercising such Series Warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 9.99% of the total number of Shares then issued and outstanding (the "Series Warrants Blocker"), subject to certain limited adjustments. As of the close of business on March 31, 2026, the Series Warrants Blocker prohibits the exercise of all of the Series Warrants held by the Reporting Persons and in the Partners Managed Account.
As of the close of business on March 31, 2026, (i) BVF beneficially owned 3,164,410 Shares, including 24,613 Shares underlying certain Pre-Funded Warrants held by it and excluding (a) 3,187,985 Shares underlying certain Pre-Funded Warrants held by it, (b) 1,022,635 Shares underlying the Series 1 Warrants held by it, and (c) 1,022,635 Shares underlying the Series 2 Warrants held by it; (ii) BVF2 beneficially owned 2,218,382 Shares, excluding (a) 2,427,960 Shares underlying the Pre-Funded Warrants held by it, (b) 703,630 Shares underlying the Series 1 Warrants held by it, and (c) 703,630 Shares underlying the Series 2 Warrants held by it; and (iii) Trading Fund OS beneficially owned 402,467 Shares, excluding (a) 313,925 Shares underlying the Pre-Funded Warrants held by it, (b) 109,394 Shares underlying the Series 1 Warrants held by it, and (c) 109,394 Shares underlying the Series 2 Warrants held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,164,410 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,218,382 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 402,467 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 5,382,792 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 5,866,613 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 81,354 Shares held in the Partners Managed Account, which excludes (a) 96,299 Shares underlying the Pre-Funded Warrants, (b) 27,232 Shares underlying certain Series 1 Warrants, and (c) 27,232 Shares underlying certain Series 2 Warrants held in the Partners Managed Account.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,866,613 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,866,613 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| (b) | Percent of class:
The following percentages are based upon a denominator that is the sum of (i) 58,700,246 Shares outstanding as of February 27, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2026, and (ii) 24,613 Shares underlying the Pre-Funded Warrants held by the Reporting Persons that are currently exercisable, as applicable.
As of the close of business on March 31, 2026, (i) BVF beneficially owned approximately 5.4% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.8% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.4% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.8% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.2% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account). |
