NAME OF REPORTING PERSON

Fairmount Funds Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒  (b) ☐

SEC USE ONLY

SOURCE OF FUNDS

AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

11,330,141⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

11,330,141⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,330,141⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.90%⁽²⁾

TYPE OF REPORTING PERSON

IA

The securities include (a) 6,225,641 shares of common stock, $0.001 par value (“Common Stock”), and (b) 5,104,500 shares of Common Stock issuable upon conversion of approximately 20,418 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held directly by Fund II (as defined below) in excess of the beneficial ownership limitation of 9.9%.

Based on 109,343,224 shares of Common Stock outstanding as of June 10, 2024.

NAME OF REPORTING PERSON

Fairmount Healthcare Fund II GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒  (b) ☐

SEC USE ONLY

SOURCE OF FUNDS

AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

11,330,141⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

11,330,141⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,330,141⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.90%⁽²⁾

TYPE OF REPORTING PERSON

OO

The securities include (a) 6,225,641 shares of Common Stock and (b) 5,104,500 shares of Common Stock issuable upon conversion of approximately 20,418 shares of Series A Preferred Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.9%.

Based on 109,343,224 shares of Common Stock outstanding as of June 10, 2024.

Security and Issuer

Identity and Background

This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission (“SEC”) registered investment adviser under the Investment Advisers Act of 1940 (“Fairmount Funds Management”); and (2) Fairmount Healthcare Fund II GP LLC, a Delaware limited liability company (“Fairmount GP II”) (Fairmount Funds Management and Fairmount GP II, collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428.

The principal business of Fairmount Funds Management is to provide discretionary investment management services to qualified investors through its private pooled investment vehicles, including Fairmount Healthcare Fund II LP (“Fund II”). Fairmount GP II serves as the general partner to Fund II. Fairmount Funds Management has voting and dispositive power over the Common Stock held by the Fund II, which is deemed shared with Fairmount GP II. Fund II does not have the right to acquire voting or dispositive power over the Common Stock within sixty days.

During the last five years, neither of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is 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 violations with respect at such laws.

Fairmount Funds Management and Fairmount GP II are each a Delaware limited liability company.

Source and Amount of Funds or Other Consideration

Interest in Securities of the Company

Material to be Filed as Exhibits

Exhibit
No.

Description