Sands Capital Alternatives, LLC

SEC source: 0001875620-25-000025 · primary_doc.xml · nonDerivative · entry 1

Sands Capital Life Sciences Pulse Fund II, L.P. · CIK 0001875620 · 10% owner

Sands Capital Alternatives, LLC · CIK 0001846444 · 10% owner

SANDS FRANK M. · CIK 0001870494 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 13,018,965

F5 · kind: The securities reported herein were acquired in an underwritten public offering by the Issuer at the public offering price of $1.45 per share.

F1 · balance_after: This report does not include a Series A-1 warrant to purchase 5,475,000 shares of Common Stock (the "Series A-1 Warrant") or a Series B-1 warrant to purchase 10,068,120 shares of Common Stock (the "Series B-1 Warrant"), in each case held by Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II"), each of which was purchased by Sands Pulse Fund II from the Issuer pursuant to that certain securities purchase agreement dated October 9, 2024 between the Issuer and, among certain other institutional and accredited investors, Sands Pulse Fund II (the "Purchase Agreement").

F2 · balance_after: (Continued from footnote 1) The Series A-1 Warrant is exercisable on the earlier of (a) the 75th calendar day following the initial filing date of the registration statement covering the resale of the shares of Common Stock underlying the Series A-1 warrants and Series B-1 warrants issued pursuant to the Purchase Agreement (the "Warrant Initial Registration Statement") if the Securities and Exchange Commission ("SEC") notifies the Issuer that it will "review" the Warrant Initial Registration Statement and (b) the fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Warrant Initial Registration Statement will not be "reviewed" or(even if previously subject to review pursuant to clause (a) of this sentence) will not be subject to further review (the "Initial Exercise Date"). The Series B-1 Warrant is exercisable on the Initial Exercise Date, provided that, to the extent exercisable,

F3 · balance_after: (Continued from footnote 2) the Series A-1 Warrant issued to Sands Pulse Fund II has been exercised in full either by Sands Pulse Fund II or its transferee permitted by the terms of the Series A-1 Warrant. The Series A-1 Warrant and the Series B-1 Warrant each provide that the holder of such warrant will not have the right to exercise any portion of such warrant if such holder, together with its affiliates, would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Reporting Persons each disclaim beneficial ownership of the shares of Common Stock underlying each of the Series A-1 Warrant and Series B-1Warrant because neither the Series A-1 Warrant nor the Series B-1 Warrant is exercisable within 60 days of this filing and such date is not determinable at this time.

F4 · ownership.direct: Represents shares of common stock, par value $0.001, of the Issuer ("Common Stock") held by Sands Pulse Fund II. Sands Capital Alternatives, LLC ("Sands Alternatives") is the investment manager of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund II-GP, L.P. ("Sands Pulse GP L.P.") is the general partner of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund II-GP, LLC ("Sands Pulse GP LLC") is the general partner of Sands Pulse GP L.P. Sands Alternatives, Sands Pulse GP L.P. and Sands Pulse GPLLC each disclaim beneficial ownership of such securities except to the extent of their relative pecuniary interest therein. Frank M. Sands holds ultimate voting and investment power over these securities and may be deemed to beneficially own the securities. Mr. Sands disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.