| (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 certain pre-funded warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 9,407,095 shares of the Issuer's Common Stock, $0.0001 par value per share (the "Shares"). Each Pre-Funded Warrant is exercisable for one Share at an exercise price of $0.01 per Share. The Pre-Funded Warrants are immediately exercisable and have no expiration date. The exercise of the Pre-Funded Warrants is subject to the limitations of the Pre-Funded Warrants Blocker (as defined and described below). The Pre-Funded Warrants provide that a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its Attribution Parties (as defined in the Form of Prefunded Warrant to Purchase Common Stock, which is attached as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2024 (the "August 2024 8-K")), 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 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 1,569,173 out of 9,407,095 Shares underlying the Pre-Funded Warrants held by them.
As of the close of business on March 31, 2026, the Reporting Persons and the Partners Managed Account also held an aggregate of 4,851,812 warrants (the "Warrants"). The Warrants can be exercised at any time after their original issuance for Shares, or in lieu thereof, additional Pre-Funded Warrants. The Warrants are immediately exercisable and expire at the earlier of (i) 30 trading days following the date of the Issuer's initial public announcement of topline data from its Phase 3 LEVEL trial (the "Topline Data Announcement"), (ii) immediately upon the exercise of the Pre-Funded Warrants if such exercise is prior to the Topline Data Announcement, provided that if the Pre-Funded Warrant is not exercised in full, the Warrant expires proportionally to the extent the Pre-Funded Warrant is exercised, and (iii) August 8, 2029. The Warrants provide that a holder of Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its Attribution Parties (as defined in the Form of Warrant to Purchase Common Stock or Pre-Funded Warrants, which is attached as Exhibit 4.2 to the August 2024 8-K), would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the "Warrants Blocker"). If the holder is not permitted to exercise a Warrant for Shares due to the foregoing limitation, then the holder may exercise the Warrant for an equivalent number of Pre-Funded Warrants with an exercise price of $0.01 as long as the Pre-Funded Warrants Blocker is equivalent to the Warrants Blocker. As of March 31, 2026, none of the Warrants held by the Reporting Persons are exercisable due to the Warrants Blocker.
As of the close of business on March 31, 2026 (i) BVF beneficially owned 1,754,719 Shares, including 1,569,173 Shares underlying certain Pre-Funded Warrants held by it and excluding (a) 3,516,482 Shares underlying certain Pre-Funded Warrants and (b) 2,622,983 Shares underlying the Warrants held by it; (ii) BVF2 beneficially owned 149,536 Shares, excluding (a) 3,712,475 Shares underlying the Pre-Funded Warrants and (b) 1,914,750 Shares underlying the Warrants held by it; and (iii) Trading Fund OS beneficially owned zero Shares, excluding (a) 466,213 Shares underlying the Pre-Funded Warrants and (b) 240,455 Shares underlying the Warrants held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,754,719 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 149,536 Shares beneficially owned by BVF2.
Partners, as the general partner of Trading Fund OS, may be deemed to beneficially own zero Shares.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 1,904,255 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 1,908,722 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 4,467 Shares held in the Partners Managed Account, which excludes (a) 142,752 Shares underlying the Pre-Funded Warrants and (b) 73,624 Shares underlying the Warrants held in the Partners Managed Account.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,908,722 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,908,722 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) 17,197,613 Shares outstanding, as of March 6, 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 10, 2026 (ii) 339,549 Shares issued to the Reporting Persons and Partners Managed Account on March 16, 2026 upon the exercise of certain Pre-Funded Warrants and Warrants previously held by the Reporting Persons and Partners Managed Account, as applicable, and (iii) 1,569,173 Shares issuable upon the exercise of certain Pre-Funded Warrants held by the Reporting Persons, as applicable.
As of the close of business on March 31, 2026, (i) BVF beneficially owned approximately 9.2% of the outstanding Shares, (ii) BVF2 beneficially owned less than 1% of the outstanding Shares, (iii) Trading Fund OS beneficially owned 0% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 9.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own less than 1% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own 0% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.97% 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). |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account. |
