Amendment: SEC Form SC 13G/A filed by Instil Bio Inc.
CUSIP No.:45783C200
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13G
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Boxer Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.:45783C200
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13G
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Boxer Asset Management Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bahamas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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CUSIP No.:45783C200
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13G
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Joe Lewis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.:45783C200
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13G
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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MVA Investors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a)☐
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.:45783C200
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13G
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Page 7 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Aaron I. Davis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
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|
|||
3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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||||
6
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SHARED VOTING POWER
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355,500
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
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SHARED DISPOSITIVE POWER
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355,500
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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355,500
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
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|
|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.:45783C200
|
13G
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Page 8 of 12 Pages
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1
|
NAMES OF REPORTING PERSONS
|
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|
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Boxer Capital Management, LLC
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|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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355,500
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||||
7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
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SHARED DISPOSITIVE POWER
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355,500
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|||
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|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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355,500
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
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|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO; IA
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(a)
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Amount beneficially owned: BCM and Mr. Davis beneficially own 355,500 shares of Common Stock. The Reporting
Persons beneficially own, in the aggregate, 355,500 shares of Common Stock.
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(b)
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Percent of class: All percentages of beneficial ownership set forth herein are based on 6,503,913 shares of
Common Stock reported outstanding on August 9, 2024 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 13, 2024. The number of shares of Common Stock beneficially owned by the Reporting Persons
in the aggregate represents 5.5% of the Issuer’s outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.
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(ii)
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shared power to vote or to direct the vote: BCM and Mr. Davis have shared power to vote or to direct the vote of
355,500 shares of Common Stock.
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(iii)
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sole power to dispose or to direct the disposition of: None of the Reporting Persons has sole power to dispose
or to direct the disposition of any shares of Common Stock.
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(iv)
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shared power to dispose or to direct the disposition of: BCM and Mr. Davis have shared power to dispose or to
direct the disposition of 355,500 shares of Common Stock.
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Exhibits
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2
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Joint Filing Agreement, dated October 25, 2024, among the Reporting Persons.
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BOXER CAPITAL, LLC
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By:
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/s/ Aaron I. Davis
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Name: |
Aaron I. Davis
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Title: |
Authorized Signatory |
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BOXER ASSET MANAGEMENT INC.
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By: |
/s/ Paul Higgs
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Name: |
Paul Higgs
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Title: |
Director |
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JOSEPH C. LEWIS |
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/s/ Joseph C. Lewis |
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Joseph C. Lewis, Individually |
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MVA INVESTORS, LLC |
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By: |
/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Authorized Signatory |
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AARON I. DAVIS |
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/s/ Aaron I. Davis |
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Aaron I. Davis, Individually |
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BOXER CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Managing Member |
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