This Amendment No. 3 (“Amendment No. 3”) further amends and supplements the statement on Schedule 13D as amended by Amendment No. 2 filed on August 16, 2023 and Amendment No. 1
filed on January 4, 2022 by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, MVA Investors, LLC (“MVA Investors”), Aaron I. Davis, BCTG Holdings, LLC (“BCTG Holdings”), and, as
its original filing on Schedule 13D regarding the Issuer, Braslyn Ltd. (“Braslyn) (together, the “Reporting Persons”), which, in respect of the Reporting Persons
other than Braslyn, amended and supplemented the original statement on Schedule 13D filed by them on August 20, 2021 (as previously amended, the “Original Filing”). The Original Filing remains in effect except to the
extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
On October 13, 2023 and October 16, 2023, Boxer Capital, using funds on hand, purchased a total of 1,250,000 shares of Common Stock in open market transactions
for an aggregate purchase price of $8,723,196.75.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
All percentages are based on 101,738,444 shares of the Issuer’s Common Stock outstanding as of August 23, 2023 as set forth in the
Issuer’s Prospectus filed with the SEC on September 1, 2023.
(a) The Reporting Persons may be deemed to beneficially own,
in the aggregate, 15,962,577 shares of Common Stock, representing 15.7% of the outstanding shares of Common Stock.
BCTG Holdings beneficially owns 6,988,450 shares of Common Stock which represents 6.9% of the outstanding Common Stock. Boxer Capital and Boxer Management beneficially own 8,198,642 shares of Common Stock which represents 8.1% of the outstanding Common Stock. Braslyn beneficially owns 26,961 shares of Common Stock which represents less than 0.1% of the outstanding
Common Stock. Joe Lewis beneficially owns 15,214,053 shares of Common Stock which includes the shares of Common Stock beneficially owned by BCTG Holdings, Boxer Capital, and Braslyn and
which represents 15.0% of the outstanding Common Stock. MVA Investors beneficially owns 693,524 shares of Common Stock which represents 0.7% of the outstanding Common Stock. Mr. Davis beneficially owns 748,524 shares of Common
Stock which includes the shares of Common Stock beneficially owned by MVA Investors and which represents 0.7% of the outstanding Common Stock.
(b) With respect to any rights or powers to
vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Stock owned by the Reporting Persons:
(i) Sole power to vote or
to direct the vote:
BCTG Holdings has the sole power to vote or to direct the vote of 6,988,450 shares of Common Stock.
Mr. Davis has the sole power to vote or to direct the vote of 55,000 shares of Common Stock underlying Issuer options exercisable within 60 days.
(ii) Shared power to vote or to direct the vote:
Boxer Capital and Boxer Management have shared power to vote or to direct the vote of 8,198,642 shares
of Common Stock. Braslyn has shared power to vote or to direct the vote of 26,961 shares of Common Stock. Joe Lewis has shared power to vote or to direct the vote of 15,214,053 shares of
Common Stock. MVA Investors and Mr. Davis have shared power to vote or direct the vote of 693,524 shares of Common Stock.
(iii) Sole power to dispose
or to direct the disposition of:
BCTG Holdings has the sole power to dispose or to direct the disposition of 6,988,450 shares of Common Stock. Mr. Davis has the sole power
to dispose or to direct the disposition of 55,000 shares of Common Stock underlying Issuer options exercisable within 60 days.
(iv) Shared power to
dispose or to direct the disposition of:
Boxer Capital and Boxer Management have shared power to dispose or to direct the disposition of 8,198,642
shares of Common Stock. Braslyn has shared power to dispose or direct the disposition of 26,961 shares of Common Stock. Joe Lewis has shared power to dispose or direct the disposition of 15,214,053
shares of Common Stock. MVA Investors and Mr. Davis have shared power to vote or direct the vote of 693,524 shares of Common Stock.
(c) Other than as described herein, the Reporting Persons have
not engaged in any transactions in the Common Stock in the past 60 days except for those sales by Boxer Capital and MVA Investors reported in a Form 4 filed on October 11, 2023 and those purchases by Boxer Capital reported in a
Form 4/A filed on October 17, 2023.
(d) Other than as described herein and except as may result
from indirect interests of investors in Boxer Capital, BCTG, and MVA Investors, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such
securities outlined in this report.
(e) Not applicable.