[SCHEDULE 13D/A] LEXICON PHARMACEUTICALS, INC. Amended Major Shareholder Report
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Artal Participations and related investment entities update their Schedule 13D on Lexicon Pharmaceuticals to reflect additional preferred share purchases and conversion into common stock. On February 17, 2026, Artal Participations S.a r.l. bought 41,289.58 shares of Preferred Stock at $65.00 per share under a Preferred Purchase Agreement.
Together with earlier purchases, 408,434.70 preferred shares automatically converted on April 30, 2026 into 20,421,735 shares of Lexicon common stock after charter approval conditions were met. The reporting persons collectively beneficially own 227,034,705 Lexicon common shares, or 51.1% of the 444,196,390 shares outstanding as of May 4, 2026, giving the group majority beneficial ownership.
Positive
- None.
Negative
- None.
Insights
Filing shows majority beneficial ownership of Lexicon by an affiliated investor group.
The filing details how Artal Participations S.a r.l. and affiliated Invus/Artal entities increased their Lexicon exposure through preferred stock that automatically converted into common shares once a new charter was approved and filed in Delaware.
After the April 30, 2026 conversion of 408,434.70 preferred shares into 20,421,735 common shares, the reporting persons collectively beneficially own 227,034,705 Lexicon shares, or 51.1% of the 444,196,390 shares outstanding as of May 4, 2026. This reflects clear majority beneficial ownership and confirms long-term sponsor control.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)
|
Lexicon Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
528872302 (CUSIP Number) |
Anne Goffard, Westend S.A.
44, Rue de la Vallee,
L-2661 Luxembourg, N4, 0000
(352) 22.42.59-1
44, Rue de la Vallee,
L-2661 Luxembourg, N4, 0000
(352) 22.42.59-1
Kenneth B. Wallach
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000
Simpson Thacher & Bartlett LLP, 425 Lexington Avenue
New York, NY, 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/30/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Invus, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,765,057.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Invus Advisors, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,765,057.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Invus Public Equities, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,362,368.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Invus Public Equities Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,362,368.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Invus Global Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,765,057.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Siren, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,765,057.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Avicenna Life Sci Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,538,462.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Avicenna Life Sci Master GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,538,462.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Invus US Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,451,204.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Ulys, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,989,666.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Raymond Debbane | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,878,643.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Artal Participations S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Artal International S.C.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Artal International Management S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Artal Group S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Westend S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Stichting Administratiekantoor Westend | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 528872302 |
| 1 |
Name of reporting person
Amaury Wittouck | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
175,156,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Lexicon Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2445 Technology Forest Blvd., 11th Floor, The Woodlands,
TEXAS
, 77381. | |
Item 1 Comment:
This Amendment No. 26 hereby amends and supplements the statement of beneficial ownership on Schedule 13D, relating to the common stock, $0.001 par value per share (the "Issuer Common Stock"), of Lexicon Pharmaceuticals, Inc., a Delaware corporation (the "Issuer" or "Lexicon"), initially filed on June 27, 2007, as amended by Amendment No. 1 thereto filed on August 24, 2007, Amendment No. 2 thereto filed on August 29, 2007, Amendment No. 3 thereto filed on October 8, 2009, Amendment No. 4 thereto filed on October 15, 2009, Amendment No. 5 thereto filed on March 19, 2010, Amendment No. 6 thereto filed on August 15, 2011, Amendment No. 7 thereto filed on November 14, 2011, Amendment No. 8 thereto filed on December 27, 2011, Amendment No. 9 thereto filed on February 24, 2012, Amendment No. 10 thereto filed on April 10, 2012, Amendment No. 11 thereto filed on October 26, 2012, Amendment No. 12 thereto filed on November 26, 2014, Amendment No. 13 thereto filed on June 4, 2018, Amendment No. 14 thereto filed on June 29, 2018, Amendment No. 15 thereto filed on December 16, 2020, Amendment No. 16 thereto filed on January 5, 2021, Amendment No. 17 thereto filed on January 21, 2021, Amendment No. 18 thereto filed on August 1, 2022, Amendment No. 19 thereto filed on August 9, 2022, Amendment No. 20 thereto filed on June 6, 2023, Amendment No. 21 thereto filed on March 13, 2024, Amendment No. 22 thereto filed on May 14, 2024, Amendment No. 23 thereto filed on July 29, 2024, Amendment No. 24 thereto filed on December 9, 2024 and Amendment No. 25 thereto filed on February 2, 2025 (as so amended, the "Statement"). All capitalized terms not otherwise defined herein have the meaning assigned to them in the Statement. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows:
The information set forth in Items 4, 5 and 6 of the Statement is incorporated herein by reference.
On February 17, 2026, Artal Participations S.a r.l. purchased an additional 41,289.58 shares of Preferred Stock at a price of $65.00 per share pursuant to the terms of the Preferred Purchase Agreement. Artal Participations S.a r.l. used available funds to purchase the securities. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented as follows:
As previously disclosed in Amendment No. 25, on February 2, 2026, Artal Participations S.a.r.l. acquired 367,145.12 shares of Preferred Stock, and on February 17, 2026 Artal Participations S.a r.l. purchased an additional 41,289.58 shares of Preferred Stock, in each case, pursuant to the terms of the Preferred Purchase Agreement. Each share of Preferred Stock would automatically convert into 50 shares (subject to adjustments) of Issuer Common Stock immediately following the satisfaction of all of the following conditions: (i) the approval of the New Charter by the shareholders of the Issuer at the Annual Meeting; (ii) the adoption of the New Charter by the Issuer's board of directors; and (iii) the filing and acceptance of the New Charter with and by the Secretary of State of the State of Delaware. On April 30, 2026, all conditions were met, and the 408,434.70 shares of Preferred Stock directly held by Artal Participations S.a.r.l. automatically converted into 20,421,735 shares of Issuer Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a), Item 5(b) and Item 5(c) of the Statement is each hereby amended and restated in its entirety as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
As of the date hereof, Invus Public Equities, L.P. is the record and beneficial owner of 7,362,368 shares of Issuer Common Stock, representing approximately 1.7% of the outstanding shares of Issuer Common Stock. Invus Public Equities Advisors, LLC, as the general partner of Invus Public Equities, L.P., controls Invus Public Equities, L.P. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Invus Public Equities, L.P. Invus Global Management, LLC, as the managing member of Invus Public Equities Advisors, LLC, controls Invus Public Equities Advisors, LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Invus Public Equities Advisors, LLC may be deemed to beneficially own. Siren, L.L.C., as the managing member of Invus Global Management, LLC, controls Invus Global Management, LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Invus Global Management, LLC may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren, L.L.C., controls Siren, L.L.C. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Siren, L.L.C. may be deemed to beneficially own. Each of Invus Public Equities Advisors, LLC, Invus Global Management, LLC, Siren, L.L.C. and Mr. Debbane disclaims such beneficial ownership.
Invus, L.P. is the record owner of 35,402,689 shares of Issuer Common Stock and the beneficial owner of 42,765,057 shares of Issuer Common Stock, representing approximately 8.0% and approximately 9.6%, respectively, of the outstanding shares of Issuer Common Stock. Invus Advisors, L.L.C., as the general partner of Invus, L.P., controls Invus, L.P. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Invus, L.P. Invus Global Management, LLC, as the managing member of Invus Advisors, L.L.C., controls Invus Advisors, L.L.C. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Invus Advisors, L.L.C. may be deemed to beneficially own. Siren, L.L.C., as the managing member of Invus Global Management, LLC, controls Invus Global Management, LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Invus Global Management, LLC may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren, L.L.C., controls Siren, L.L.C. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Siren, L.L.C. may be deemed to beneficially own. Each of Invus Advisors, L.L.C., Invus Global Management, LLC, Siren, L.L.C. and Mr. Debbane disclaims such beneficial ownership.
Artal Participations S.a r.l. is the record and beneficial owner of 175,156,062 shares of Issuer Common Stock, representing approximately 39.4% of the outstanding shares of Issuer Common Stock. Artal International S.C.A. as the sole shareholder of Artal Participations S.a r.l. controls Artal Participations S.a r.l. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal Participations S.a r.l. may be deemed to beneficially own. Artal International Management S.A., as the managing partner of Artal International S.C.A., controls Artal International S.C.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal International S.C.A. may be deemed to beneficially own. Artal Group S.A., as the sole stockholder of Artal International Management S.A., controls Artal International Management S.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal International Management S.A. may be deemed to beneficially own. Westend S.A., as the parent company of Artal Group S.A., controls Artal Group S.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Artal Group S.A. may be deemed to beneficially own. The Stichting, as the majority stockholder of Westend S.A., controls Westend S.A. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Westend S.A. may be deemed to beneficially own. Mr. Amaury Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that the Stichting may be deemed to beneficially own. Each of Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend S.A., the Stichting and Mr. Amaury Wittouck disclaims such beneficial ownership.
Invus US Partners LLC is the record and beneficial owner of 5,451,204 shares of Issuer Common Stock, representing approximately 1.2% of the outstanding shares of Issuer Common Stock. Ulys, L.L.C., as the managing member of Invus US Partners LLC, controls Invus US Partners LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Invus US Partners LLC. As the managing member of Ulys, L.L.C., Mr. Raymond Debbane controls Ulys, L.L.C. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Ulys, L.L.C. may be deemed to beneficially own. Each of Ulys, L.L.C. and Mr. Debbane disclaims such beneficial ownership.
Avicenna Life Sci Master Fund LP is the record and beneficial owner of 1,538,462 shares of Issuer Common Stock, representing approximately 0.3% of the outstanding shares of Issuer Common Stock. Avicenna Life Sci Master GP LLC, as the general partner of Avicenna Life Sci Master Fund LP, controls Avicenna Life Sci Master Fund LP and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock held by Avicenna Life Sci Master Fund LP. Ulys, L.L.C., as the managing member of Avicenna Life Sci Master GP LLC, controls Avicenna Life Sci Master GP LLC and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Avicenna Life Sci Master GP LLC may be deemed to beneficially own. As the managing member of Ulys, L.L.C., Mr. Raymond Debbane controls Ulys, L.L.C. and, accordingly, may be deemed to beneficially own the shares of Issuer Common Stock that Ulys, L.L.C. may be deemed to beneficially own. Each of Avicenna Life Sci Master GP LLC, Ulys, L.L.C. and Mr. Debbane disclaims such beneficial ownership.
Mr. Debbane is the beneficial owner of 51,878,643 shares of Issuer Common Stock representing approximately 11.7% of the outstanding shares of Issuer Common Stock including 1,906,186 shares of Issuer Common Stock owned directly by Mr. Debbane, representing approximately 0.4% of the outstanding shares of Issuer Common Stock and an additional 217,734 shares of Issuer Common Stock issuable pursuant to options and restricted stock units that have vested or will vest and are exercisable within 60 days. Mr. Debbane also holds unvested stock options to purchase an additional 127,651 shares of Issuer Common Stock scheduled to vest on various vesting dates and 35,714 restricted stock units that are scheduled to vest on May 1, 2027.
The Reporting Persons collectively beneficially own 227,034,705 shares of Issuer Common Stock, representing approximately 51.1% of the outstanding shares of Issuer Common Stock. Calculations of the percentage of shares of Issuer Common Stock beneficially owned are based on 444,196,390 shares of Issuer Common Stock outstanding as of May 4, 2026 as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities Exchange Commission on May 7, 2026.
Mr. Amouyal beneficially owns 285,174 shares of Issuer Common Stock held directly and an additional 217,734 shares of Issuer Common Stock issuable pursuant to options and restricted stock units that have vested or will vest and are exercisable within 60 days. Mr. Guimaraes beneficially owns 714 shares of Issuer Common Stock. Mr. Sobecki beneficially owns 203,865 shares of Issuer Common Stock held directly and an additional 217,734 shares of Issuer Common Stock issuable pursuant to options and restricted stock units that have vested or will vest and are exercisable within 60 days. Each of Messrs. Amouyal and Sobecki also holds unvested stock options to purchase an additional 127,651 shares of Issuer Common Stock scheduled to vest on various vesting dates and 35,714 restricted stock units that are scheduled to vest on May 1, 2027. Shares of Issuer Common Stock beneficially owned by each of Messrs. Amouyal, Guimaraes and Sobecki represent less than 1% of the number of outstanding shares of Issuer Common Stock. | |
| (c) | Except as set forth in this Statement, there have been no transactions in shares of Issuer Common Stock by any of the Reporting Persons in the past 60 days. | |
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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.
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