Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons.

  Perceptive Advisors LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  13,462,552

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,462,552

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,462,552

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  11.9%

  Type of Reporting Person (See Instructions)

  IA

CUSIP No. 83422E 105

  Names of Reporting Persons.

  Joseph Edelman

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

      ☐

  Citizenship or Place of Organization

  United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  13,462,552

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,462,552

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,462,552

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  11.9%

  Type of Reporting Person (See Instructions)

  IN

CUSIP No. 83422E 105

  Names of Reporting Persons.

  Perceptive Life Sciences Master Fund, Ltd.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

      ☐

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  13,412,552

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,412,552

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,412,552

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  11.9%

  Type of Reporting Person (See Instructions)

  CO

Item 4.   Purpose of Transaction

Item 4 is amended and supplemented as follows:

Subject to a number of factors, including market conditions and their general investment and trading policies, the Reporting Persons may, in the ordinary course of their business, acquire beneficial ownership of additional shares of Common Stock or dispose of the shares of Common Stock that they beneficially own, in open market transactions, privately negotiated transactions or through other methods.

Adam Stone, who is Chief Investment Officer of Perceptive Advisors, is a director of the Issuer. The Reporting Persons, either directly or indirectly through Mr. Stone, may engage in discussions from time to time with the Issuers board of directors, the Issuers management, the Issuers other stockholders or other parties. These discussions may be with respect to (i) acquiring or disposing shares of Common Stock or other securities of the Issuer; (ii) maintaining or changing the Issuers business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13, including but not limited to strategic or financial transactions that have been or may be proposed. The Master Fund has a material interest in a company that is currently having preliminary discussions with the Issuer about a potential transaction and Perceptive Advisors may engage with the company on the terms of a potential transaction. Perceptive Advisors may also consult with the Issuer in connection with the potential transaction, although Adam Stone will not take part in any consideration of the potential transaction by the Issuers board of directors.

Item 5.   Interest in Securities of the Issuer

Item 5 is amended and supplemented as follows:

(a)   The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 112,989,773 shares of Common Stock as reported by the Issuer in its Form 10-Q filed on August 11, 2022.

(b)   The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Adam Stone, the Chief Investment Officer of the Advisor, holds stock options that are exercisable, or exercisable within 60 days, for 50,000 shares of the Issuers Common Stock. The Advisor has the right to receive the director compensation provided in respect of Mr. Stones board service through a partial management fee offset.