Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 TCG Crossover GP II, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 2,033,012 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 2,033,012 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,033,012 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.5% (3)

 TYPE OF REPORTING PERSON (see instructions)

 OO

These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of (i) 2,007,435 shares of Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below) and (ii) 25,577 shares of Common Stock issuable upon exercise of certain Tranche I Warrants (as defined and described in the Prospectus (as defined in footnote (2) below)). This total excludes (a) 978,141 shares of Common Stock issuable upon exercise of certain Tranche I Warrants because the Tranche I Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding and (b) 1,216,585 shares of Common Stock issuable upon exercise of certain Tranche II Warrants (as defined and described in the Prospectus) because the Tranche II Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.

Based on a total of 27,048,615 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on October 3, 2023 (the Prospectus), (ii) 4,137,077 shares of common stock sold under the Issuers ATM program since June 30, 2023 as reported in the Prospectus, and (iii) 25,577 shares of the Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover II.

 NAMES OF REPORTING PERSONS

 TCG Crossover Fund II, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 2,033,012 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 2,033,012 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,033,012 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.5% (3)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of (i) 2,007,435 shares of Common Stock and (ii) 25,577 shares of Common Stock issuable upon exercise of certain Tranche I Warrants. This total excludes (a) 978,141 shares of Common Stock issuable upon exercise of certain Tranche I Warrants because the Tranche I Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding and (b) 1,216,585 shares of Common Stock issuable upon exercise of certain Tranche II Warrants because the Tranche II Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.

Based on a total of 27,048,615 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in the Prospectus, (ii) 4,137,077 shares of common stock sold under the Issuers ATM program since June 30, 2023 as reported in the Prospectus, and (iii) 25,577 shares of the Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover II.

 NAMES OF REPORTING PERSONS

 TCG Crossover GP I, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 669,145 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 669,145 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 669,145 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.5% (3)

 TYPE OF REPORTING PERSON (see instructions)

 OO

These securities are held of record by TCG Crossover I (as defined in Item 2(a) below). TCG Crossover GP I (as defined in Item 2(a) below) is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of 669,145 shares of Common Stock. This total excludes (i) 334,573 shares of Common Stock issuable upon exercise of certain Tranche I Warrants because the Tranche I Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding and (ii) 405,528 shares of Common Stock issuable upon exercise of certain Tranche II Warrants because the Tranche II Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.

Based on a total of 27,023,038 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in the Prospectus, and (ii) 4,137,077 shares of common stock sold under the Issuers ATM program since June 30, 2023 as reported in the Prospectus.

 NAMES OF REPORTING PERSONS

 TCG Crossover Fund I, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 669,145 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 669,145 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 669,145 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.5% (3)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These securities are held of record by TCG Crossover I. TCG Crossover GP I is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to these securities.

Consists of 669,145 shares of Common Stock. This total excludes (i) 334,573 shares of Common Stock issuable upon exercise of certain Tranche I Warrants because the Tranche I Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding and (ii) 405,528 shares of Common Stock issuable upon exercise of certain Tranche II Warrants because the Tranche II Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.

Based on a total of 27,023,038 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in the Prospectus, and (ii) 4,137,077 shares of common stock sold under the Issuers ATM program since June 30, 2023 as reported in the Prospectus.

 NAMES OF REPORTING PERSONS

 Chen Yu

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 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

 2,702,157 (1)(2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 2,702,157 (1)(2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,702,157 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 9.9% (1)(3)

 TYPE OF REPORTING PERSON (see instructions)

 IN

Consists of (i) 2,007,435 shares of Common Stock held of record by TCG Crossover II, (ii) 25,577 shares of Common Stock issuable upon exercise of certain Tranche I Warrants held of record by TCG Crossover II, and (iii) 669,145 shares of Common Stock held of record by TCG Crossover I. This total excludes (a) 978,141 shares of Common Stock issuable upon exercise of certain Tranche I Warrants held of record by TCG Crossover II, and 334,573 shares of Common Stock issuable upon exercise of certain Tranche I Warrants held of record by TCG Crossover I because the Tranche I Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding and (b) 1,216,585 shares of Common Stock issuable upon exercise of certain Tranche II Warrants held of record by TCG Crossover II, and 405,528 shares of Common Stock issuable upon exercise of certain Tranche II Warrants held of record by TCG Crossover I because the Tranche II Warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.

TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP I is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover I. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by each of TCG Crossover II and TCG Crossover I.

Based on a total of 27,048,615 shares outstanding, which is the sum of (i) 22,885,961 common shares outstanding as reported by the Issuer in the Prospectus, (ii) 4,137,077 shares of common stock sold under the Issuers ATM program since June 30, 2023 as reported in the Prospectus, and (iii) 25,577 shares of the Common Stock issuable upon exercise of Tranche I Warrants held of record by TCG Crossover II.

Name of Issuer:

Address of Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office, or if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

Ownership.

Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of the Group.

Certifications.

/s/ Chen Yu

/s/ Chen Yu

/s/ Chen Yu

/s/ Chen Yu

/s/ Chen Yu