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. Checkbox not checked

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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
The securities reported on this page consist of (i) 2,460,195 shares of Common Stock held directly by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"); (ii) 5,740,466 shares of Common Stock held directly by Perceptive Capital Solutions Holdings LP ("PCS Holdings"); and (iii) stock options issued to Douglas Giordano ("Mr. Giordano") in connection with his service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 53,483 shares of Common Stock, with respect to which Perceptive Advisors LLC ("Perceptive Advisors") has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. Perceptive Advisors serves as the investment manager to the Master Fund. Perceptive Capital Solutions Advisors LP ("PCS Advisors"), a relying adviser of Perceptive Advisors, serves as the investment manager to PCS Holdings, and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings. Joseph Edelman ("Mr. Edelman") is the managing member of each of Perceptive Advisors and PCS GP.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities reported on this page consist of (i) 2,460,195 shares of Common Stock held directly by the Master Fund (ii) 5,740,466 shares of Common Stock held directly by PCS Holdings; and (iii) stock options issued to Mr. Giordano in connection with his service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 53,483 shares of Common Stock, with respect to which Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. Perceptive Advisors serves as the investment manager to the Master Fund. PCS Advisors, a relying adviser of Perceptive Advisors, serves as the investment manager to PCS Holdings, and PCS GP serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of each of Perceptive Advisors and PCS GP.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities reported on this page consist of (i) 2,460,195 shares of Common Stock held directly by the Master Fund; and (ii) stock options issued to Mr. Giordano in connection with his service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 16,045 shares of Common Stock, with respect to which Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities reported on this page consist of (i) 5,740,466 shares of Common Stock held directly by PCS Holdings; and (ii) stock options issued to Mr. Giordano in connection with his service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 37,438 shares of Common Stock, with respect to which Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. PCS Advisors, a relying adviser of Perceptive Advisors, serves as the investment manager to PCS Holdings, and PCS GP serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of each of Perceptive Advisors and PCS GP.


SCHEDULE 13D


 
Perceptive Advisors LLC
 
Signature:/s/ Joseph Edelman
Name/Title:Joseph Edelman, Managing Member
Date:06/25/2026
 
Joseph Edelman
 
Signature:/s/ Joseph Edelman
Name/Title:Joseph Edelman
Date:06/25/2026
 
Perceptive Life Sciences Master Fund, Ltd.
 
Signature:/s/ Joseph Edelman
Name/Title:Joseph Edelman, Managing Member
Date:06/25/2026
 
Perceptive Capital Solutions Holdings LP
 
Signature:/s/ Joseph Edelman
Name/Title:Joseph Edelman, Managing Member
Date:06/25/2026
EX-99

Schedule A

The following sets forth the name, address, principal occupation, citizenship and beneficial ownership of the shares of Common Stock (to the extent not pursuant to Item 5(a)) of each director of the Master Fund (to the extent not set forth in Item 2).

 

 

 

 

 

 

 

Master Fund

Name and Citizenship

Position

Principal Business Address

Beneficial Ownership of

Shares of Common Stock

Scott Dakers

(United Kingdom)

Director

c/o Elian Fiduciary Services (Cayman) Limited

190 Elgin Avenue, George Town

Grand Cayman KY1-9007

Cayman Islands

None

 

 

 

 

James Nicholas

(United States)

Director

c/o GenesisPoint LLC

30 Old Kings Highway S

Darien, CT 06820

None

 

 

 

 

 

 

 

 

 

 

 

 


EX-99.1

EXHIBIT 99.1

AGREEMENT

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Date: June 25, 2026

 

PERCEPTIVE ADVISORS LLC

By: /s/ Joseph Edelman

Name: Joseph Edelman

Title: Managing Member

 

/s/ Joseph Edelman

JOSEPH EDELMAN

 

PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.

By: /s/ Joseph Edelman

Name: Joseph Edelman

Title: Managing Member

 

PERCEPTIVE CAPITAL SOLUTIONS HOLDINGS LP

By: /s/ Joseph Edelman

Name: Joseph Edelman

Title: Managing Member