| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SEPN | Series B Preferred Stock | Oct 24, 2024 | Common Stock | 1.7M | See Footnotes | F1, F2, F3 | |||||||
| holding | SEPN | Series B Preferred Stock | Oct 24, 2024 | Common Stock | 1.13M | See Footnotes | F1, F2, F4 | |||||||
| holding | SEPN | Stock Option (Right to Buy) | Oct 24, 2024 | Common Stock | 13.4K | $6.81 | See Footnotes | F2, F5, F6 |
| Id | Content |
|---|---|
| F1 | Each share of Series B Preferred Stock (the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-8.6103 basis without payment of further consideration. Upon the closing of the Issuer's initial public offering, the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date. |
| F2 | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. |
| F3 | Held directly by the Fund. |
| F4 | Held directly by the Nexus Fund III. |
| F5 | 1/16th of the shares subject to such option vest and become exercisable in substantially equal quarterly installments following October 28, 2024, contingent upon the consummation of the Issuer's initial public offering, and subject to the Reporting Person's continuous service to the Issuer on each such date. |
| F6 | Jake Simson is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock. |
Dr. Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.