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

 5,143,575

 Sole Dispositive Power

 0

 Shared Dispositive Power

 5,143,575

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,143,575

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

 ☐

 Percent of Class Represented by Amount in Row (11)

 8.3%

 Type of Reporting Person (See Instructions)

 OO

 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

 3,685,245

 Sole Dispositive Power

 0

 Shared Dispositive Power

 3,685,245

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,685,245

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

 ☐

 Percent of Class Represented by Amount in Row (11)

 6.1%

 Type of Reporting Person (See Instructions)

 CO

 Names of Reporting Persons.

 C2 Life Sciences LLC

 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

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 104,166

 Sole Dispositive Power

 0

 Shared Dispositive Power

 104,166

 Aggregate Amount Beneficially Owned by Each Reporting Person

 104,166

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

 ☐

 Percent of Class Represented by Amount in Row (11)

 < 0.1%

 Type of Reporting Person (See Instructions)

 CO

 Names of Reporting Persons.

 Perceptive Discovery Fund LP

 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

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 1,354,164

 Sole Dispositive Power

 0

 Shared Dispositive Power

 1,354,164

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,354,164

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

 ☐

 Percent of Class Represented by Amount in Row (11)

 2.2%

 Type of Reporting Person (See Instructions)

 PN

 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

 5,143,575

 Sole Dispositive Power

 0

 Shared Dispositive Power

 5,143,575

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,143,575

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

 ☐

 Percent of Class Represented by Amount in Row (11)

 8.3%

 Type of Reporting Person (See Instructions)

 IN

Identity and Background

This Amendment No. 2 is being filed by Perceptive Advisors LLC (Perceptive Advisors or Perceptive), Joseph Edelman (Mr. Edelman), Perceptive Life Sciences Master Fund, Ltd. (the Master Fund), Perceptive Discovery Fund, LP (the Discovery Fund), and C2 Life Sciences LLC (C2, and together with Perceptive Advisors, Mr. Edelman, the Master Fund and the Discovery Fund, each of the foregoing, a Reporting Person, and collectively, the Reporting Persons). Perceptive Advisors serves as the investment advisor to the Master Fund and C2. Mr. Edelman is the managing member of Perceptive Advisors. Perceptive Discovery GP LLC is the general partner of Perceptive Discovery ID LP, and is managed by Perceptive Discovery Advisors, a relying advisor of Perceptive Advisors LLC. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 5.

The address of the principal business office of each of the Reporting Persons is 51 Astor Place 10th Floor, New York, NY 10003.

The principal business of Perceptive Advisors is managing funds in connection with purchasing, holding and selling securities for investment purposes. The principal business of the Master Fund, the Discovery Fund and C2 are to invest in securities. The principal occupation of Mr. Edelman is as the managing member of Perceptive Advisors and other related entities.

Source and Amount of Funds

Purpose of Transaction

Interest in Securities of the Issuer

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 60,140,495 outstanding shares of Common Stock as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024, and give effect to the conversion of 90,000 shares of the Issuers Series A Convertible Preferred Stock, par value $0.001 per share (the Series A Convertible Preferred Stock) held by the Reporting Persons at the current Conversion Rate of 20.8333 shares of Common Stock to be issued upon the conversion of each $1,000 of liquidation preference. The shares of Series A Convertible Preferred Stock will be convertible into shares of Common Stock at the option of the holders thereof at any time following the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference and give effect to the conversion of the Series A Convertible Preferred Stock directly held by such Reporting Persons at the Conversion Rate.

On April 15, 2024, the Discovery Fund acquired 65,000 shares of Series A Convertible Preferred Stock, the Master Fund acquired 20,000 shares of Series A Convertible Preferred Stock, and C2 acquired 5,000 shares of Series A Convertible Preferred Stock, at a price of $1,000 per share pursuant to the terms of the Investment Agreement dated April 1, 2024.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Material to be Filed as Exhibits

Form of Registration Rights Agreement by and between the Issuer and the investors named therein (incorporated by reference to Exhibit B of Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on April 1, 2024).

Certificate of Designations (incorporated by reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on April 16, 2024).

Joint Filing Agreement.

/s/ Joseph Edelman