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 the disclosures provided in a prior cover page.

 Names of Reporting Persons

 BB Biotech AG

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

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Switzerland

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with:

 Sole Voting Power

 0

 Shared Voting Power

 904,001⁽¹⁾⁽²⁾

 Sole Dispositive Power

 0

 Shared Dispositive Power

 904,001⁽¹⁾⁽²⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 904,001⁽¹⁾⁽²⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented by amount in Row (9)

 9.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 HC, CO

The shares reported herein for the Reporting Person represent (i) 134,667 shares of common stock underlying certain pre-funded warrants (Pre-Funded Warrants) and (ii) 769,334 shares of common stock underlying certain common warrants (Warrants).

The percentage of the class is based on 6,583,880 shares of Common Stock outstanding as of October 15, 2024, as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 31, 2024. The Warrants and Pre-Funded Warrants contain provisions preventing such Warrants and Pre-Funded Warrants from being exercised if such exercise would result in the holder beneficially owning more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrants or Pre-Funded Warrants. However, the amounts reported in rows 6, 8 and 9 herein represent the number of shares of Common Stock that would be issuable upon the exercise of the Pre-Funded Warrants and Warrants in full, and do not give effect to the blocking provisions.

 Names of Reporting Persons

 Biotech Target N.V.

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

 (a) ☒  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Curaçao

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with:

 Sole Voting Power

 0

 Shared Voting Power

 904,001⁽¹⁾⁽²⁾

 Sole Dispositive Power

 0

 Shared Dispositive Power

 904,001⁽¹⁾⁽²⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 904,001⁽¹⁾⁽²⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented by amount in Row (9)

 9.9%⁽²⁾

 Type of Reporting Person (See Instructions)

 CO

The shares reported herein for the Reporting Person represent (i) 134,667 shares of common stock underlying certain pre-funded warrants (Pre-Funded Warrants) and (ii) 769,334 shares of common stock underlying certain common warrants (Warrants).

The percent of the class is based on 6,583,880 shares of Common Stock outstanding as of October 15, 2024, as reported by the Issuer in its definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 31, 2024. The Warrants and Pre-Funded Warrants contain provisions preventing such Warrants and Pre-Funded Warrants from being exercised if such exercise would result in the holder beneficially owning more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrants or Pre-Funded Warrants. However, the amounts reported in rows 6, 8 and 9 herein represent the number of shares of Common Stock that would be issuable upon the exercise of the Pre-Funded Warrants and Warrants in full, and do not give effect to the blocking provisions.

Previously filed as an exhibit to BB Biotech AG and Biotech Target N.V.s Schedule 13G filed with the Securities and Exchange Commission on January 29, 2020.