Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
MeiraGTx Holdings plc (Name of Issuer) |
Ordinary Shares, nominal value $0.00003881 per share (Title of Class of Securities) |
G59665102 (CUSIP Number) |
Alexander Rakitin Perceptive Advisors LLC, 51 Astor Place, 10th Floor New York, NY, 10003 (646) 205-5345 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/17/2026 (Date of Event Which Requires Filing of This Statement) |
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.
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).
SCHEDULE 13D
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| CUSIP No. | G59665102 |
| 1 |
Name of reporting person
Perceptive Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,742,117.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | G59665102 |
| 1 |
Name of reporting person
Joseph Edelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,742,117.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G59665102 |
| 1 |
Name of reporting person
Perceptive Life Sciences Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,742,117.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value $0.00003881 per share |
| (b) | Name of Issuer:
MeiraGTx Holdings plc |
| (c) | Address of Issuer's Principal Executive Offices:
655 Third Avenue, Suite 1115, New York,
NEW YORK
, 10017. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) of the Schedule 13D are amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 8 to Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 92,557,237 outstanding Ordinary Shares, as reported by the Issuer in its Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 16, 2026, and give effect to (i) the exercise of Warrants (as defined below) for 700,000 Ordinary Shares as if such Warrants had been exercised, (ii) the exercise of vested stock options for 115,459 Ordinary Shares, and (iii) the settlement of vested deferred share units for an aggregate of 140,000 Ordinary Shares. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. The Master Fund holds (i) stock options exercisable for a total of 15,459 Ordinary Shares, all of which are currently exercisable, and (ii) Warrants for 700,000 Ordinary Shares. Ellen Hukkelhoven, the Head of Investment Research of Perceptive, holds (i) stock options exercisable for a total of 100,000 Ordinary Shares, all of which are currently exercisable or become exercisable within 60 days, and (ii) 140,000 deferred share units, all of which have vested or will vest within 60 days. The Reporting Persons have rights to the stock options and deferred share units held by Ms. Hukkelhoven pursuant to a management fee offset. |
| (c) | The information set forth in Item 6 of this Amendment No. 8 is incorporated by reference to this Item 5(c). On April 17, 2026, the Master Fund purchased 555,555 Ordinary Shares at a price per share of $9.00 in the Issuer's underwritten offering. Except as described herein, none of the Reporting Persons has effected any transaction in the Ordinary Shares in the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is amended and supplemented as follows: On March 25, 2026, the Issuer, Perceptive Credit Holdings III, L.P. ("Credit Fund III"), and the other parties to the Notes Purchase Agreement (as defined below) entered into Amendment No. 4 thereto (the "Notes Purchase Agreement Amendment") whereby, among other things, the exercise price of the Warrants was adjusted to $8.00 per share. On August 2, 2022, the Issuer, Credit Fund III and the other parties thereto entered into a senior secured financing arrangement (the "Financing Agreement") pursuant to which Credit Fund III and the other lenders party thereto agreed to lend to the Issuer an initial $75 million term loan and an additional $25 million term loan tranche to be made available at Credit Fund III's sole discretion. In connection with entering into the Financing Agreement, the Issuer issued to Credit Fund III (i) warrants exercisable for 400,000 Ordinary Shares at an exercise price of $15.00 per share and (ii) warrants exercisable for 300,000 Ordinary Shares at an exercise price of $20.00 per share (collectively, the "Warrants"). The Warrants are immediately exercisable and expire on August 2, 2027. On December 19, 2022, the Financing Agreement was converted into a Notes Purchase Agreement. Perceptive Credit Advisors LLC ("Perceptive Credit Advisors") serves as the investment advisor to Credit Fund III and as a relying advisor under Perceptive Advisors. Mr. Edelman is the managing member of Perceptive Credit Advisors. The foregoing description of the Warrants and the Notes Purchase Agreement Amendment is qualified in its entirety by reference to the full text of the Warrants and the Notes Purchase Agreement Amendment, copies of which are included as Exhibit 7 and Exhibit 8 hereto, respectively. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended and supplemented as follows: Exhibit 7 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022) Exhibit 8 Amendment No. 4 to Amended and Restated Notes Purchase Agreement and Amendment No. 1 to Warrant Certificates, dated March 25, 2026, by and among MeiraGTx Holdings plc, as issuer, the subsidiary guarantors and noteholders from time to time party thereto, and Perceptive Credit Holdings III, LP, as administrative agent and noteholder. (incorporated by reference to Exhibit 10.53 to the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2026) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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