1
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NAME OF REPORTING PERSONS
KP Biotech Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
2,572,582 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,572,582 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,572,582 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
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Item 4. |
Ownership:
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(a)
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Amount Beneficially Owned: 2,572,582 shares of Common Stock. The amount includes (i) 2,125,332 shares of Common Stock held directly by KP
Biotech Group LLC (“KP Biotech”) and (ii) 447,250 of Common Stock issuable pursuant to currently exercisable warrants that are held directly by KP Biotech. Under the so-called “rule of three,” if voting and dispositive decisions regarding
an entity’s securities are made by a majority comprised of two or more individuals of a three-member (or greater) board, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals
is deemed a beneficial owner of the entity’s securities. Based on the foregoing, no individual person exercises voting or dispositive control over any of the securities held by KP Biotech.
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(b) |
Percent of Class: 6.1%. Percent of class is calculated based on 42,030,226 shares of Common Stock of the Issuer outstanding as of October 21, 2024. The percentage of ownership in this Item 4 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as
amended.
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(c) |
Number of shares as to which such person has:
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(i) |
sole power to vote or to direct the vote: 2,572,582
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(ii) |
shared power to vote or to direct the vote: 0
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(iii) |
sole power to dispose or to direct the disposition of: 2,572,582
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(iv) |
shared power to dispose or to direct the disposition of: 0
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person:
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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. |
Certification:
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KP Biotech Group LLC
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/s/ Kiran Patel
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Kiran Patel
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Title: Manager
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