If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The source of funds was working capital of certain private investment funds managed by Redmile Group, LLC (the "Redmile Funds"), including RedCo II Master Fund, L.P ("RedCo II"). (2) The information in Item 5(a) relating to the shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock") that are or may be deemed beneficially owned by the Reporting Person (as defined in the preamble below) is incorporated by reference herein. The beneficial ownership information reflects the election by Redmile to increase the Maximum Percentage (as defined in Item 5(a) below) of the Pre-Funded Warrants held by the Redmile Funds from 9.99% to 14.99% as of 61 days after July 1, 2025. (3) Percent of class calculated based on: (a) 114,633,022 shares of Common Stock outstanding on May 6, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 13, 2025 (the "Form 10-Q"), plus (b) 152,227 shares of Common Stock issuable upon the exercise of the Options (as defined in Item 5(a) below), plus (c) 4,905,075 shares of Common Stock issuable upon either the exercise of the Pre-Funded Warrants held by the Redmile Funds, or the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by the Redmile Funds, which due to the Warrant Beneficial Ownership Limitation and the Preferred Beneficial Ownership Limitation, as applicable (each as described in Item 5(a) below), is the maximum number of shares that could be issued upon exercise of the Pre-Funded Warrants or conversion of the Class A Preferred Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The source of funds was working capital of the Redmile Funds, including RedCo II. (2) The information in Item 5(a) relating to the shares of Common Stock that are or may be deemed beneficially owned by the Reporting Person (as defined in the preamble below) is incorporated by reference herein. The beneficial ownership information reflects the election by Redmile to increase in the Maximum Percentage of the Pre-Funded Warrants held by the Redmile Funds from 9.99% to 14.99% as of 61 days after July 1, 2025. (3) Percent of class calculated based on: (a) 114,633,022 shares of Common Stock outstanding on May 6, 2025, as disclosed in the Issuer's Form 10-Q, plus (b) 152,227 shares of Common Stock issuable upon the exercise of the Options (as defined in Item 5(a) below), plus (c) 4,905,075 shares of Common Stock issuable upon either the exercise of the Pre-Funded Warrants held by the Redmile Funds, or the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by the Redmile Funds, which due to the Warrant Beneficial Ownership Limitation and the Preferred Beneficial Ownership Limitation, as applicable (each as described in Item 5(a) below), is the maximum number of shares that could be issued upon exercise of the Pre-Funded Warrants or conversion of the Class A Preferred Stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The securities reported as beneficially owned by RedCo II consist of the 8,977,624 shares of the Issuer's Common Stock that are directly held by RedCo II. Subject to the Preferred Beneficial Ownership Blocker, RedCo II may be deemed to beneficially own 810,065 shares of Common Stock issuable upon conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by RedCo II. Subject to the Warrant Beneficial Ownership Blocker, RedCo II also owns Pre-Funded Warrants to purchase up to an aggregate of 3,691,324 shares of Common Stock. The beneficial ownership information reflects the election by Redmile to increase in the Maximum Percentage (as defined in Item 5(a) below) of the Pre-Funded Warrants held by the Redmile Funds, including RedCo II, from 9.99% to 14.99% as of 61 days after July 1, 2025. (2) Percent of class calculated based on: (a) 114,633,022 shares of Common Stock outstanding on May 6, 2025, as disclosed in the Issuer's Form 10-Q, plus (b) 3,691,324 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants held by RedCo II, plus (c) 810,065 shares of Common Stock issuable upon the conversion on a one-for-five basis of the shares of the Class A Preferred Stock held by RedCo II.


SCHEDULE 13D


 
Redmile Group, LLC
 
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member
Date:07/03/2025
 
Jeremy C. Green
 
Signature:/s/ Jeremy C. Green
Name/Title:Jeremy C. Green
Date:07/03/2025
 
RedCo II Master Fund, L.P.
 
Signature:/s/ Jeremy C. Green
Name/Title:Managing Member of RedCo II (GP), LLC, its General Partner
Date:07/03/2025