Sec Form 13D Filing - Samsara BioCapital, L.P. filing for - 2025-12-22

The address of the principal business office of each of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.

The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of each of Samsara GP, which is the general partner of Samsara LP, and Samsara Opportunity GP, which is the general partner of Samsara Opportunity Fund.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of Samsara LP, Samsara GP, Samsara Opportunity Fund and Samsara Opportunity GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.

Item 3 of the Statement is hereby amended and supplemented as follows: December 2025 Securities Purchase Agreement On December 17, 2025, the Issuer entered into a securities purchase agreement (the "December 2025 Securities Purchase Agreement") with certain institutional accredited investors (the "December 2025 PIPE Investors"), including Samsara Opportunity Fund, pursuant to which the Issuer agreed to issue and sell to the December 2025 PIPE Investors in a private placement (the "December 2025 Private Placement") an aggregate of 4,200,000 shares of the Issuer's common stock (the "December 2025 PIPE Shares"), at a price per share of $10.00. The December 2025 Private Placement closed on December 22, 2025. Samsara Opportunity Fund purchased 1,500,000 shares of the Issuer's common stock in the December 2025 Private Placement, for total consideration of $15 million, which was funded by capital contributions from its general and limited partners. The foregoing description of the December 2025 Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the December 2025 Securities Purchase Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated by reference herein.

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of: (i) 8,702,418 shares of common stock outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025; (ii) 4,200,000 shares of common stock issued in the December 2025 Private Placement as reported in the Issuer's Current Report on Form 8-K filed with the SEC on December 18, 2025; and (iii) with respect to Dr. Akkaraju, 5,500 shares of common stock issuable upon the exercise of stock options within 60 days. The Reporting Persons' ownership of the Issuer's securities consists of (i) 11,448,081 shares of common stock directly held by Samsara LP; (ii) 1,500,000 shares of common stock directly held by Samsara Opportunity Fund; and (iii) 5,500 stock options (right to buy) that are currently vested or scheduled to vest within 60 days of this filing held by Dr. Akkaraju. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such 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 and are incorporated by reference.

Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

Not applicable.

Item 6 of the Statement is hereby amended and supplemented as follows: December 2025 Registration Rights Agreement On December 17, 2025, the Issuer entered into a registration rights agreement (the "December 2025 Registration Rights Agreement") with the December 2025 PIPE Investors, pursuant to which the Issuer agreed to register for resale the December 2025 PIPE Shares held by the December 2025 PIPE Investors (the "December 2025 Registrable Securities"). Under the December 2025 Registration Rights Agreement, the Issuer has agreed to file a registration statement (the "December 2025 Registration Statement") covering the resale of the December 2025 Registrable Securities as promptly as reasonably practicable following April 1, 2026 and in any event no later than five days following such date (the "Filing Deadline"). The Issuer also agreed to use reasonable best efforts to cause such registration statement to be declared effective at the earliest possible date and to keep such registration statement effective until the earlier of (i) the date on which the December 2025 PIPE Investors shall have resold all the December 2025 Registrable Securities covered thereby; and (ii) the date on which the December 2025 Registrable Securities may be resold by the December 2025 PIPE Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act ("Rule 144"), without the requirement for the Issuer to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect. Under the December 2025 Registration Rights Agreement, the Issuer is responsible for all fees and expenses incurred in connection with the registration of the December 2025 Registrable Securities and may be required to pay specified liquidated damages to the December 2025 PIPE Investors in the event the Issuer does not meet certain specified deadlines for filing, bringing effective and keeping effective a resale registration statement covering the December 2025 Registrable Securities. The December 2025 Registration Rights Agreement includes customary provisions regarding indemnification. The foregoing description of the December 2025 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the December 2025 Registration Rights Agreement, a copy of which is filed as Exhibit 99.3 hereto and incorporated by reference herein.

Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 18, 2025). Exhibit 99.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on December 18, 2025).