Kiora Pharmaceuticals, Inc. is reported to have 9.99% of its common stock beneficially owned by Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd., acting together. This filing corrects and restates a prior ownership report that was submitted under an incorrect Central Index Key.
The Master Fund directly holds 438,471 shares of common stock, pre-funded warrants to purchase 1,134,474 shares at an exercise price of $0.0001 per share, and common warrants to purchase 7,864,726 shares at $1.94 per share. Warrant terms limit exercises so that the reporting group cannot beneficially own more than 9.99% of the outstanding shares, which currently permits exercise of warrants for up to 3,916 shares. Reported ownership and percentages are based on 4,424,387 shares of common stock outstanding as of August 5, 2026.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership percentage:9.99%Shares outstanding:4,424,387 sharesCommon shares held:438,471 shares+4 more
7 metrics
Beneficial ownership percentage9.99%Reported for Perceptive Advisors, Joseph Edelman and the Master Fund
Shares outstanding4,424,387 sharesCommon stock outstanding as of August 5, 2026
Common shares held438,471 sharesKiora common stock directly held by the Master Fund
Pre-funded warrants1,134,474 shares at $0.0001Shares underlying pre-funded warrants held by the Master Fund
Common warrants7,864,726 shares at $1.94Shares underlying common warrants held by the Master Fund
Currently exercisable under cap3,916 sharesMaximum additional shares currently exercisable under 9.99% cap
Shared voting and dispositive power442,387 sharesShared power reported for each reporting person
Key Terms
beneficially own, Pre-Funded Warrants, Section 13(d), Central Index Key, +1 more
5 terms
beneficially ownfinancial
"the Reporting Persons would beneficially own, as determined in accordance with Section 13(d)"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Pre-Funded Warrantsfinancial
"pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,134,474 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Section 13(d)regulatory
"as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934"
Central Index Keyregulatory
"filed under an incorrect Central Index Key ("CIK") number"
beneficial ownership capfinancial
"may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99%"
A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.
What ownership stake in KPRX does Perceptive Advisors report?
Perceptive Advisors, Joseph Edelman, and the Master Fund each report beneficial ownership of 9.99% of Kiora Pharmaceuticals’ common stock, based on 4,424,387 shares outstanding and including a limited amount of exercisable warrants.
How many KPRX shares does Perceptive’s Master Fund directly hold?
The Master Fund directly holds 438,471 Kiora Pharmaceuticals common shares. It also holds pre-funded warrants for 1,134,474 shares and common warrants for 7,864,726 shares, subject to a 9.99% beneficial ownership cap.
What is the warrant exercise limitation disclosed for KPRX?
The warrants held by the reporting group may not be exercised if doing so would cause them to beneficially own more than 9.99% of Kiora’s outstanding common stock, which currently allows exercise of warrants for up to 3,916 shares.
On what share count is the 9.99% KPRX ownership based?
The reported 9.99% beneficial ownership is based on 4,424,387 Kiora common shares outstanding as of August 5, 2026, as disclosed in the company’s Form 10-Q filed on August 7, 2026.
Did this KPRX filing change Perceptive’s economic position?
The document states it is filed to correct and restate an earlier ownership report submitted under an incorrect CIK number. It focuses on correcting reporting details, not announcing new transactions.
Who signed the KPRX ownership report for the reporting persons?
The report is signed by Joseph Edelman, including in his capacity as Managing Member of Perceptive Advisors, on August 10, 2026, covering all reporting persons in a joint filing arrangement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KIORA PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
49721T507
(CUSIP Number)
04/06/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
49721T507
1
Names of Reporting Persons
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
442,387.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
442,387.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
442,387.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
49721T507
1
Names of Reporting Persons
Joseph Edelman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
442,387.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
442,387.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
442,387.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
49721T507
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
442,387.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
442,387.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
442,387.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KIORA PHARMACEUTICALS, INC.
(b)
Address of issuer's principal executive offices:
169 Saxony Rd. Suite 212, Encinitas, CA 92024
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to the Common Stock, par value $0.01 per share (the "Common Stock") of KIORA PHARMACEUTICALS, INC. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP Number(s):
49721T507
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
This Schedule 13G is being filed to correct and restate information originally reported by the Reporting Persons on a Schedule 13G with respect to the Issuer, filed on April 13, 2026 (Accession No. 0001193125-26-152824) (the "Original Schedule 13G"), which was inadvertently filed under an incorrect Central Index Key ("CIK") number. This corrected Schedule 13G is being filed under the correct CIK number for the Issuer and supersedes the Original Schedule 13G in its entirety. The Reporting Persons have separately requested that the Securities and Exchange Commission staff take appropriate action with respect to the Original Schedule 13G filed under the incorrect CIK, in accordance with SEC guidance regarding correction of filings made under an incorrect CIK account.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 4,424,387 outstanding shares of Common Stock as of August 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2026, and assume the exercise of Warrants (as defined below) held by the Reporting Persons for 3,916 shares of Common Stock.
Neither Perceptive Advisors nor Mr. Edelman directly holds any Common Stock. The Master Fund directly holds (i) 438,471 shares of Common Stock, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,134,474 shares of Common Stock at an exercise price of $0.0001 per share, and (iii) common warrants to purchase 7,864,726 shares of Common Stock at an exercise price of $1.94 per share, (together with the Pre-Funded Warrants, the "Warrants"). The terms of the Warrants provide that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding. As of the date hereof, this limitation permits the Reporting Persons to exercise Warrants for up to 3,916 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 9.99%
Mr. Edelman: 9.99%
Master Fund: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 442,387
Mr. Edelman: 442,387
Master Fund: 442,387
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 442,387
Mr. Edelman: 442,387
Master Fund: 442,387
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.