Director Perceptive Advisors Llc was granted 555,555 units of Ordinary Shares (SEC Form 4)
$MGTX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
MeiraGTx Holdings plc [ MGTX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2022 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 04/17/2026 | A | 555,555 | A | $9 | 10,786,658 | I | See Footnote(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (Right to Buy) | $15 | 08/02/2022 | A | 400,000 | 08/02/2022 | 08/02/2027 | Ordinary Shares | 400,000 | (2) | 400,000 | I | See Footnote(2) | |||
| Warrant (Right to Buy) | $20 | 08/02/2022 | A | 300,000 | 08/02/2022 | 08/02/2027 | Ordinary Shares | 300,000 | (2) | 300,000 | I | See Footnote(2) | |||
| Warrant (Right to Buy) | $15 | 03/25/2026 | D | 400,000 | 08/02/2022 | 08/02/2027 | Ordinary Shares | 400,000 | (3) | 0 | I | See Footnote(2) | |||
| Warrant (Right to Buy) | $20 | 03/25/2026 | D | 300,000 | 08/02/2022 | 08/02/2027 | Ordinary Shares | 300,000 | (3) | 0 | I | See Footnote(2) | |||
| Warrant (Right to Buy) | $8 | 03/25/2026 | A | 400,000 | 03/25/2026 | 08/02/2027 | Ordinary Shares | 400,000 | (3) | 400,000 | I | See Footnote(2) | |||
| Warrant (Right to Buy) | $8 | 03/25/2026 | A | 300,000 | 03/25/2026 | 08/02/2027 | Ordinary Shares | 300,000 | (3) | 300,000 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| 2. Issued to Perceptive Credit Holdings III, LP ("Credit Fund III") in connection with the senior secured financing arrangement (the "Financing Agreement") by and among the Issuer, PCH III, and the other parties thereto. Perceptive Credit Advisors LLC ("Perceptive Credit Advisors") serves as the investment advisor to Credit Fund III and as a relying advisor under the Advisor. Mr. Edelman is the managing member of Perceptive Credit Advisors. Each of Perceptive Credit Advisors, the Advisor and Mr. Edelman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of Perceptive Credit Advisors, the Advisor and Mr. Edelman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| 3. On March 25, 2026, the Issuer, Credit Fund III, and the other parties to the Financing Agreement entered into an agreement whereby the exercise price of the warrants was adjusted to $8.00 per share. |
| Remarks: |
| Ellen Hukkelhoven, the Head of Investment Research of the Advisor, is a member of the Issuer's board of directors. |
| /s/ Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 04/23/2026 | |
| /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | 04/23/2026 | |
| /s/ Joseph Edelman | 04/23/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||