Amendment: SEC Form SCHEDULE 13G/A filed by Inhibrx Biosciences Inc.
$INBX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)
|
Inhibrx Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45720N103 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
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| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
VIKING GLOBAL INVESTORS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,454,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities Parent GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,454,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,744.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities Portfolio GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,284,726.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities Illiquid Investments Sub-Master LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,284,726.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
KAVRA 104 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
67,018.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities Drawdown GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
102,864.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities Drawdown Portfolio GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
102,864.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Viking Global Opportunities Drawdown (Aggregator) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
102,864.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
HALVORSEN OLE ANDREAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NORWAY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,454,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Ott David C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,454,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| CUSIP No. | 45720N103 |
| 1 | Names of Reporting Persons
Shabet Rose Sharon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,454,608.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Inhibrx Biosciences, Inc. | |
| (b) | Address of issuer's principal executive offices:
11025 N. Torrey Pines Road, Suite 140, La Jolla, California, 92037 | |
| Item 2. | ||
| (a) | Name of person filing:
Viking Global Investors LP ("VGI"),
Viking Global Opportunities Parent GP LLC ("Opportunities Parent"),
Viking Global Opportunities GP LLC ("Opportunities GP"),
Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"),
Viking Global Opportunities Illiquid Investments Sub-Master LP ("VGOP"),
KAVRA 104 LLC ("KAVRA 104"),
Viking Global Opportunities Drawdown GP LLC ("VGOD GP"),
Viking Global Opportunities Drawdown Portfolio GP LLC ("VGOD Portfolio GP"),
Viking Global Opportunities Drawdown (Aggregator) LP ("VGOD"),
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is: 600 Washington Boulevard, Floor 11, Stamford, Connecticut 06901. | |
| (c) | Citizenship:
VGI is a Delaware limited partnership; Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, KAVRA 104, VGOD GP and VGOD Portfolio GP are Delaware limited liability companies; VGOP and VGOD are Cayman Islands exempted limited partnerships; O. Andreas Halvorsen is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
45720N103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
This Statement on Schedule 13G relates to shares of Common Stock held directly by VGOP, KAVRA 104 and VGOD, and warrants to purchase shares of Common Stock with an exercise price of $0.0001 per share (the "Warrants") held directly by VGOP. VGOP directly owns 1,267,823 shares of Common Stock and Warrants with the right to purchase 259,692 shares of Common Stock. KAVRA 104 directly owns 67,018 shares of Common Stock. VGOD directly owns 102,864 shares of Common Stock. However, the terms of the Warrants provide that no holder of Warrants shall have the right to exercise any portion of the Warrants to the extent that, after giving effect to such issuance after exercise, such holder of Warrants (together with its affiliates, any "group" or any other persons whose beneficial ownership could be aggregated with the holders) would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately following exercise (the "Blocker"). Any holder of Warrants, upon notice to the Issuer, may increase or decrease the Blocker, subject to a maximum of 19.99%, but any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer. Accordingly, the amount of shares of Common Stock reported as beneficially owned by the Reporting Persons set forth herein excludes shares of Common Stock that the Reporting Persons do not currently have the right to purchase upon exercise of the Warrants held directly by VGOP due to the Blocker.
VGI: 1,454,608
VGI provides managerial services to VGOP, KAVRA 104 and VGOD. VGI has the authority to dispose of and vote the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants. VGI does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
VGI beneficially owns 1,454,608 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104, (iii) 102,864 shares of Common Stock directly owned by VGOD and (iv) 16,903 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
Opportunities Parent: 1,454,608
Opportunities Parent is the sole member of Opportunities GP, which has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP (which consists of the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants), and KAVRA 104, and is the sole member of VGOD GP, which has the authority to dispose of and vote the shares of Common Stock controlled by VGOD Portfolio GP (which consists of the shares of Common Stock directly held by VGOD). Opportunities Parent does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 of the Act, Opportunities Parent may be deemed to beneficially own the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
Opportunities Parent beneficially owns 1,454,608 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104, (iii) 102,864 shares of Common Stock directly owned by VGOD and (iv) 16,903 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
Opportunities GP: 1,351,744
Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants. In addition, Opportunities GP is the general partner of each of Viking Global Opportunities Intermediate LP, Viking Global Opportunities III LP, and Viking Global Opportunities LP. The membership interests of KAVRA 104 are held by Viking Global Opportunities Intermediate LP and Viking Global Opportunities LP. Accordingly, Opportunities GP has the authority to dispose of and vote the shares of Common Stock directly held by KAVRA 104. Opportunities GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 of the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP and KAVRA 104 and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
Opportunities GP beneficially owns 1,351,744 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104 and (iii) 16,903 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
Opportunities Portfolio GP: 1,284,726
Opportunities Portfolio GP serves as the general partner of VGOP and has the authority to dispose of and vote the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants. Opportunities Portfolio GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOP directly owns or has the right to purchase upon exercise of the Warrants.
Opportunities Portfolio GP beneficially owns 1,284,726 shares of Common Stock consisting of 1,267,823 shares of Common Stock directly owned by VGOP and 16,903 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker.
VGOP: 1,284,726
VGOP has the authority to dispose of and vote the shares of Common Stock that it directly owns or has the right to purchase upon exercise of the Warrants directly owned by it, subject to the Blocker, which power may be exercised by its general partner, Opportunities Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to VGOP.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited partnership), which in turn invests through VGOP.
KAVRA 104: 67,018
KAVRA 104 has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by Opportunities GP and its sole member, Opportunities Parent, and by VGI, an affiliate of Opportunities GP, which provides managerial services to KAVRA 104. The membership interests of KAVRA 104 are held by Viking Global Opportunities Intermediate LP and Viking Global Opportunities LP. Opportunities GP is the general partner of each of Viking Global Opportunities LP and Viking Global Opportunities Intermediate LP.
VGOD GP: 102,864
VGOD GP serves as the sole member of VGOD Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by VGOD Portfolio GP, which consists of the shares of Common Stock that VGOD directly owns. In addition, VGOD GP is the general partner of each of Viking Global Opportunities Drawdown (Internal) LP, Viking Global Opportunities Drawdown (Onshore) LP, and Viking Global Opportunities Drawdown (Offshore) LP. VGOD GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 of the Act, VGOD GP may be deemed to beneficially own the shares of Common Stock that VGOD directly owns.
VGOD GP beneficially owns 102,864 shares of Common Stock consisting of 102,864 shares of Common Stock directly owned by VGOD.
VGOD Portfolio GP: 102,864
VGOD Portfolio GP serves as the general partner of VGOD and has the authority to dispose of and vote the shares of Common Stock that VGOD directly owns. VGOD Portfolio GP does not directly own any shares of Common Stock or Warrants.
Based on Rule 13d-3 of the Act, VGOD Portfolio GP may be deemed to beneficially own the shares of Common Stock that VGOD directly owns.
VGOD Portfolio GP beneficially owns 102,864 shares of Common Stock consisting of 102,864 shares of Common Stock directly owned by VGOD.
VGOD: 102,864
VGOD has the authority to dispose of and vote the 102,864 shares of Common Stock that it directly owns, which power may be exercised by its general partner, VGOD Portfolio GP, and by VGI, an affiliate of VGOD Portfolio GP, which provides managerial services to VGOD.
Viking Global Opportunities Drawdown (Offshore) LP (a Cayman Islands exempted limited partnership) and Viking Global Opportunities Drawdown (Internal) LP (a Delaware limited partnership), through its investment in Viking Global Opportunities Drawdown (Onshore) LP (a Delaware limited partnership), invest substantially all of their assets in VGOD.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 1,454,608
Mr. Halvorsen, Mr. Ott and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC (general partner of VGI) and Opportunities Parent, have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI and Opportunities Parent. None of Mr. Halvorsen, Mr. Ott and Ms. Shabet directly owns any shares of Common Stock or Warrants.
Based on Rule 13d-3 under the Act, each may be deemed to beneficially own the shares of Common Stock directly held by VGOP, KAVRA 104 and VGOD and the shares of Common Stock that VGOP has the right to purchase upon exercise of the Warrants.
Each of Mr. Halvorsen, Mr. Ott and Ms. Shabet beneficially owns 1,454,608 shares of Common Stock consisting of (i) 1,267,823 shares of Common Stock directly owned by VGOP, (ii) 67,018 shares of Common Stock directly owned by KAVRA 104, (iii) 102,864 shares of Common Stock directly owned by VGOD and (iv) 16,903 shares of Common Stock beneficially owned by VGOP, which VGOP has the right to purchase upon exercise of the Warrants, subject to the Blocker. | |
| (b) | Percent of class:
The percentages set forth herein are based on (i) 14,543,738 shares of Common Stock outstanding as of November 7, 2025, as reported by the Issuer in its quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "Commission") on November 14, 2025, and (ii) 16,903 shares of Common Stock that the Reporting Persons currently have the right to purchase upon exercise of the Warrants, subject to the Blocker.
VGI: 9.99%
Opportunities Parent: 9.99%
Opportunities GP: 9.3%
Opportunities Portfolio GP: 8.8%
VGOP: 8.8%
KAVRA 104: 0.5%
VGOD GP: 0.7%
VGOD Portfolio GP: 0.7%
VGOD: 0.7%
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 9.99% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
VGI: 0
Opportunities Parent: 0
Opportunities GP: 0
Opportunities Portfolio GP: 0
VGOP: 0
KAVRA 104: 0
VGOD GP: 0
VGOD Portfolio GP: 0
VGOD: 0
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 0 | ||
| (ii) Shared power to vote or to direct the vote:
VGI: 1,454,608
Opportunities Parent: 1,454,608
Opportunities GP: 1,351,744
Opportunities Portfolio GP: 1,284,726
VGOP: 1,284,726
KAVRA 104: 67,018
VGOD GP: 102,864
VGOD Portfolio GP: 102,864
VGOD: 102,864
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 1,454,608 | ||
| (iii) Sole power to dispose or to direct the disposition of:
VGI: 0
Opportunities Parent: 0
Opportunities GP: 0
Opportunities Portfolio GP: 0
VGOP: 0
KAVRA 104: 0
VGOD GP: 0
VGOD Portfolio GP: 0
VGOD: 0
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
VGI: 1,454,608
Opportunities Parent: 1,454,608
Opportunities GP: 1,351,744
Opportunities Portfolio GP: 1,284,726
VGOP: 1,284,726
KAVRA 104: 67,018
VGOD GP: 102,864
VGOD Portfolio GP: 102,864
VGOD: 102,864
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet: 1,454,608 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The response to Item 4 is incorporated by reference herein. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Comments accompanying signature: (1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP (for itself and as manager of KAVRA 104 LLC), and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, VIKING GLOBAL OPPORTUNITIES DRAWDOWN GP LLC, VIKING GLOBAL OPPORTUNITIES DRAWDOWN PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES DRAWDOWN (AGGREGATOR) LP, pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP (for itself and as manager of KAVRA 104 LLC), and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, VIKING GLOBAL OPPORTUNITIES DRAWDOWN GP LLC, VIKING GLOBAL OPPORTUNITIES DRAWDOWN PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES DRAWDOWN (AGGREGATOR) LP, pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP (for itself and as manager of KAVRA 104 LLC), and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, VIKING GLOBAL OPPORTUNITIES DRAWDOWN GP LLC, VIKING GLOBAL OPPORTUNITIES DRAWDOWN PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES DRAWDOWN (AGGREGATOR) LP, pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
Exhibit Information
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EXHIBIT A - JOINT FILING AGREEMENT |