M&A - BIOS Fund II, LP

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925046280

Filing Summary: On May 2, 2025, the transactions described in the Warrant Exchange Agreement were completed, whereby Bios Clinical Opportunity Fund, LP (Bios COF) acquired 1,148,482 pre-funded warrants in exchange for the cancellation of existing Series A and Series B warrants, along with a cash payment. The Pre-Funded Warrants, which enable the purchase of common stock, are immediately exercisable but subject to a 9.99% beneficial ownership limitation. This update also notes that various entities under the BIOS umbrella hold significant shares of common stock, with shared voting and dispositive powers across multiple funding partnerships. The document identifies several key persons and entities, along with their respective ownership percentages and the implications of these shareholdings on voting power within the company.

Additional details:

Shareholder Name: Bios Fund II, LP

Shares Held: 574432


Shareholder Name: Bios Fund II QP, LP

Shares Held: 1876624


Shareholder Name: Bios Fund II NT, LP

Shares Held: 251211


Shareholder Name: BIOS Incysus Co-Invest I, LP

Shares Held: 997433


Shareholder Name: Bios Fund III, LP

Shares Held: 570724


Shareholder Name: Bios Fund III QP, LP

Shares Held: 3727597


Shareholder Name: Bios Fund III NT, LP

Shares Held: 601980


Shareholder Name: Bios Clinical Opportunity Fund, LP

Shares Held: 3140803


Shareholder Name: BP Directors, LP

Shares Held: 121775


Shareholder Name: Bios Equity Partners, LP

Shares Held: 121775


Shareholder Name: Bios Equity Partners II, LP

Shares Held: 3699700


Shareholder Name: CAVU Management, LP

Shares Held: 8721776


Shareholder Name: Bios Capital Management, LP

Shares Held: 9120073


Shareholder Name: CAVU Advisors, LLC

Shares Held: 8721776


Shareholder Name: Bios Advisors GP, LLC

Shares Held: 9120073


Shareholder Name: Leslie W. Kreis

Shares Held: 8721776


Shareholder Name: Aaron G.L. Fletcher

Shares Held: 9120073


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