−Removed: UNREGISTERED SALES OF EQUITY
−Removed: SECURITIES AND USE OF PROCEEDS.
−Removed: On March 11, 2026, we issued and sold in a private
−Removed: placement to certain institutional and accredited investors (i) 29,474,569 shares of our common stock, at a price of $4.75 per share,
−Removed: and (ii) pre-funded warrants to purchase up to 4,210,527 shares of common stock at a price of $4.749 per pre-funded warrant, with an exercise
−Removed: price of $0.001 per share.
−Removed: Each of the pre-funded warrants is immediately exercisable and may be exercised at any time, subject
−Removed: to customary 9.99% (or, at the election of the purchaser, 4.99%) beneficial ownership limitations.
−Removed: We engaged Jefferies LLC, Leerink
−Removed: Partners LLC, Piper Sandler & Co.
−Removed: and Mizuho Securities USA LLC as placement agents for the private placement and agreed to pay customary
−Removed: placement fees and reimburse certain expenses of the placement agents.
−Removed: These securities were issued without registration under the
−Removed: Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) thereof, as not involving any public offering.
−Removed: For additional information about the private placement, see Item 1.01 of the Company’s Current Report on Form 8-K filed with the
−Removed: Securities and Exchange Commission on March 9, 2026.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
+Added: On March 11, 2026, we issued and sold in a private placement to certain institutional and accredited investors (i) 29,474,569 shares of our common stock, at a price of $4.75 per share, and (ii) pre-funded warrants to purchase up to 4,210,527 shares of common stock at a price of $4.749 per pre-funded warrant, with an exercise price of $0.001 per share.
+Added: Each of the pre-funded warrants is immediately exercisable and may be exercised at any time, subject to customary 9.99% (or, at the election of the purchaser, 4.99%) beneficial ownership limitations.
+Added: We engaged Jefferies LLC, Leerink Partners LLC, Piper Sandler & Co.
+Added: and Mizuho Securities USA LLC as placement agents for the private placement and agreed to pay customary placement fees and reimburse certain expenses of the placement agents.
+Added: These securities were issued without registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) thereof, as not involving any public offering.
+Added: For additional information about the private placement, see Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026.
DEFAULTS UPON SENIOR SECURITIES.
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