| | Item 3 is hereby amended and restated to read as follows:
The securities of the Issuer beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
The aggregate cost basis of the 2,655,977 Shares directly beneficially owned by BVF is approximately $13,409,946, excluding brokerage commissions. The aggregate cost basis of the 3,291,004 Pre-Funded Warrants to purchase 3,291,004 Shares owned by BVF is approximately $36,268,937.
The aggregate cost basis of the 2,003,966 Shares directly beneficially owned by BVF2 is approximately $9,836,430, excluding brokerage commissions. The aggregate cost basis of the 2,627,590 Pre-Funded Warrants to purchase 2,627,590 Shares owned by BVF2 is approximately $28,963,514.
The aggregate cost basis of the 347,970 Shares directly beneficially owned by Trading Fund OS is approximately $1,514,411, excluding brokerage commissions. The aggregate cost basis of the 336,288 Pre-Funded Warrants to purchase 336,288 Shares owned by Trading Fund OS is approximately $3,887,289.
The aggregate cost basis of the 287,980 Shares held in the Partners Managed Accounts is approximately $702,644, excluding brokerage commissions. The aggregate cost basis of the 118,158 Pre-Funded Warrants to purchase 118,158 Shares held in the Partners Managed Accounts is approximately $1,332,701.
The 183,645 Shares beneficially owned by Dr. Hrustanovic consist of Shares issuable to him upon the exercise of stock options exercisable within 60 days hereof that were awarded to him for no consideration in connection with his service on the Issuer's Board. Pursuant to a certain agreement entered into between Partners and Dr. Hrustanovic, Dr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the Shares issuable upon exercise of the above referenced stock options to Partners. |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator that is the sum of, (a) with respect to the Reporting Persons other than Dr. Hrustanovic: (i) 87,497,607 Shares outstanding as of August 6, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2026, and (ii) certain or all of the 3,643,838 Shares underlying the Pre-Funded Warrants held by the Reporting Persons other than Dr. Hrustanovic that are currently exercisable, as applicable, and (b) with respect to Dr. Hrustanovic, the aggregate percentage of Shares reported owned is based on a denominator that is the sum of (i) 87,497,607 Shares, and (ii) 183,645 Shares issuable upon the exercise of certain stock options held by him that are currently exercisable.
As of the close of business on the date hereof, the Reporting Persons and one of the Partners Managed Accounts held Pre-Funded Warrants exercisable for an aggregate of 6,373,040 Shares. Each Pre-Funded Warrant is exercisable into one Share and has an exercise price of $0.0001 per Share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own (together with its affiliates and other attribution parties) more than 9.99% of the Shares outstanding immediately after exercise (the "Pre-Funded Warrants Blocker"). As of the date hereof, the Pre-Funded Warrants Blocker limits the exercise of the Pre-Funded Warrants held by the Reporting Persons and one of the Partners Managed Accounts to 3,643,838 Shares out of the 6,373,040 Shares underlying the Pre-Funded Warrants held by them.
As of the close of business on the date hereof, (i) BVF beneficially owned 5,946,981 Shares, including 3,291,004 Shares underlying the Pre-Funded Warrants held by it, representing percentage ownership of approximately 6.6% of the Shares outstanding, (ii) BVF2 beneficially owned 2,356,800 Shares, (a) including 352,834 Shares underlying certain Pre-Funded Warrants held by it and (b) excluding 2,274,756 Shares underlying certain Pre-Funded Warrants held by it, representing percentage ownership of approximately 2.7% of the Shares outstanding, and (iii) Trading Fund OS beneficially owned 347,970 Shares, excluding 336,288 Shares underlying the Pre-Funded Warrants held by it, representing percentage ownership of less than 1% of the Shares outstanding.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 5,946,981 Shares beneficially owned by BVF, representing percentage ownership of approximately 6.6% of the Shares outstanding.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,356,800 Shares beneficially owned by BVF2, representing percentage ownership of approximately 2.7% of the Shares outstanding.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 347,970 Shares beneficially owned by Trading Fund OS, representing percentage ownership of less than 1% of the Shares outstanding.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 8,303,781 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 9.1% of the Shares outstanding.
Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Accounts and the sole member of Partners OS, may be deemed to beneficially own the 8,939,731 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts, representing percentage ownership of approximately 9.8% of the Shares outstanding, which includes 287,980 Shares held in the Partners Managed Accounts, which excludes 118,158 Shares underlying the Pre-Funded Warrants held in one of the Partners Managed Accounts (representing percentage ownership of less than 1% of the Shares outstanding by the Partners Managed Accounts).
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,939,731 Shares beneficially owned by Partners, representing percentage ownership of approximately 9.8% of the Shares outstanding.
Mr. Lampert, as the sole director and officer of BVF Inc., may be deemed to beneficially own the 8,939,731 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 9.8% of the Shares outstanding.
As of the close of business on the date hereof, Dr. Hrustanovic beneficially owned 183,645 Shares underlying certain stock options that are currently exercisable, representing percentage ownership of less than 1% of the Shares outstanding.
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 Accounts. Dr. Hrustanovic disclaims beneficial ownership of the Shares that he does not directly own. |
