Sec Form 13D Filing - Avoro Capital Advisors LLC filing for - 2026-05-14

The Pre-Funded Warrants to purchase 6,377,714 shares of Common Stock were acquired on behalf of Avoro Life Sciences by Avoro Capital for an aggregate purchase price of approximately $25,000,001 including brokerage commissions, using the working capital of Avoro Life Sciences.

On May 12, 2026, the Issuer entered into a Securities Purchase Agreement (the "2026 Securities Purchase Agreement") with Avoro Life Sciences Fund LLC ("Avoro Life") and certain other purchasers named therein (collectively, the "2026 PIPE Investors"). Pursuant to the 2026 Securities Purchase Agreement, the Issuer agreed to sell to Avoro Life an aggregate of 6,377,714 pre-funded warrants (the "Pre-Funded Warrants") to acquire Common Stock at a purchase price of $3.9199 per share (the "2026 PIPE Financing"). The Pre-Funded Warrants will have an exercise price of $0.0001 per share of Common Stock, be immediately exercisable, and remain exercisable until exercised in full. Avoro Life may not exercise a Pre-Funded Warrant if it, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Avoro Life may decrease or, by providing at least 61 days' prior notice to the Issuer, increase such percentages not in excess of 19.99%. The foregoing summaries of the 2026 Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entireties by reference to the 2026 Securities Purchase Agreement and the form of Pre-Funded Warrant, which are included as Exhibit 99.10 and Exhibit 99.11, respectively, hereto and are incorporated herein by reference. At the closing of the 2026 PIPE Financing, in connection with the 2026 Securities Purchase Agreement, the Issuer will enter into a 2026 Registration Rights Agreement (the "2026 Registration Rights Agreement") with the 2026 PIPE Investors. Pursuant to the 2026 Registration Rights Agreement, the Issuer is required to prepare and file a resale registration statement with the SEC on or prior to the later of (i) 30 calendar days following the closing of the 2026 PIPE Financing. The Issuer will be required to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 calendar days following the closing of the 2026 PIPE Financing (or within 90 calendar days following the closing of the 2026 PIPE Financing if the SEC reviews such registration statement), subject to acceleration under certain circumstances. The foregoing summary of the 2026 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of 2026 Registration Rights Agreement, which is included as Exhibit 99.12 hereto and is incorporated herein by reference.

See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 68,494,043 shares of Common Stock, which is the sum of (i) 49,452,463 shares of Common Stock outstanding as of May 4, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed by the Issuer with the Securities and Exchange Commission on May 7, 2026, (ii) 4,330,866 shares of Common Stock to be issued pursuant to the 2026 PIPE Financing, as disclosed on the Issuer's Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 13, 2026 and (iii) 14,710,714 shares of Common Stock to be issued based upon the exercise of the Pre-Funded Warrants held pursuant to the 2024 PIPE Financing and the 2026 PIPE Financing, subject to the 19.99% Blocker (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the Reporting Persons cannot exercise any of the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 19.99% of the outstanding Common Stock (the "19.99% Blocker"). The percentage set forth in Row (13) and the number of shares of Common Stock on rows (7), (9) and (11) of the cover page for each Reporting Person give effect to the 19.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants held by the Funds due to the 19.99% Blocker.

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.

The information disclosed in Item 4 of this Amendment No. 5 to the Schedule 13D is incorporated herein by reference.

Exhibit 99.10: 2026 Securities Purchase Agreement, dated May 12, 2026, by and among the Issuer and the purchasers identified on Exhibit A thereto (incorporated herein by reference in Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026). Exhibit 99.11: Form of Pre-Funded Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026). Exhibit 99.12: Form of 2026 Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026).