UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant (Right to Buy) | 12/21/2020 | 12/21/2021 | Common Stock | 1,200,000 (2) | $ 7.33 | I | See footnote (1) |
Warrant (Right to Buy) | 12/21/2020 | 05/21/2024 | Common Stock | 1,200,000 (2) | $ 8.25 | I | See footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
X | |||
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD C/O PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
X | |||
EDELMAN JOSEPH C/O PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
X |
/s/ Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager By: Joseph Edelman, its managing member | 01/26/2021 | |
**Signature of Reporting Person | Date | |
/s/ Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 01/26/2021 | |
**Signature of Reporting Person | Date | |
/s/ Joseph Edelman | 01/26/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. The Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Joseph Edelman, the managing member of the Advisor, serves as a director of the Issuer and has filed a separate Form 3. |
(2) | The warrants cannot be exercised if the Reporting Persons would beneficially own more than 9.9% of the Issuer's common stock upon the exercise of the warrant. |