Schedule 13G/A: Armistice Capital and Steven Boyd Disclose No MURA Holdings
Rhea-AI Filing Summary
Mural Oncology plc received a joint Schedule 13G/A from Armistice Capital, LLC and Steven Boyd reporting that the reporting persons do not beneficially own any ordinary shares of the issuer. The filing states zero shares owned and 0% of the class based on 17,324,359 shares outstanding as reported by the issuer.
The filing explains that Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice Capital exercises voting and investment power over the Master Fund's securities. The Master Fund disclaims beneficial ownership due to its inability to vote or dispose of the securities under the investment management agreement. The Master Fund retains the right to receive dividends or sale proceeds.
Positive
- Full disclosure of manager-client relationship between Armistice Capital and the Master Fund
- Clear numerical basis for the percentage calculation using 17,324,359 shares outstanding
Negative
- No beneficial ownership reported (0%), indicating the reporting persons hold no direct economic stake
- Master Fund disclaiming beneficial ownership may limit clarity about true voting control for some readers
Insights
TL;DR Reporting persons disclose 0% beneficial ownership, while clarifying manager-client relationships.
The Schedule 13G/A is a routine ownership disclosure showing that Armistice Capital, as investment manager, has voting and investment power over shares held by its client, the Master Fund, but neither Armistice nor Mr. Boyd report beneficial ownership of any shares. The filing relies on the issuer's reported share count of 17,324,359 to calculate 0% ownership. This is a compliance disclosure with limited material impact on investor control or ownership dynamics.
TL;DR The filing clarifies roles and disclaimers between manager, fund, and individual, with no change in control.
The document provides clear attribution: Armistice Capital is the investment manager of the Master Fund, and Steven Boyd, as managing member, may be deemed to have influence but reports no direct or shared voting/dispositive power. The Master Fund specifically disclaims beneficial ownership due to contractual limits on voting/disposal, while retaining economic rights to dividends or proceeds. This preserves transparency about who holds decision rights versus economic exposure.