The following table sets forth information regarding beneficial ownership of our Common Stock as of
May 11, 2023January 16, 2024 with respect to (1) each person known to the Company to own beneficially more than 5% of our Common Stock, (2) each
of our named executive
officersofficer (as defined below under the heading “Executive Compensation”) and each director and
director nominee, and (3) all directors,
nominees and executive officers as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated, the persons and entities included in the table have sole voting and investment power with respect to all shares beneficially owned, except to the extent authority is shared by spouses under applicable law. Shares of our Common Stock subject to options that are either currently exercisable or exercisable within 60 days of
May 11, 2023January 16, 2024 are treated as outstanding and beneficially owned by the holder for the purpose of computing the percentage ownership of the holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person. This table lists applicable percentage ownership based on
89,236,732146,381,186 shares of Common Stock outstanding as of
May 11, 2023. | | | | | | | | |
| | Common Stock | |
Name and Address of Beneficial Owner (1) | | Number of Shares | | | Percent of Class | |
Certain Principal Shareholders: | | | | | | | | |
| | |
Perceptive Advisors LLC (2) | | | 7,858,011 | | | | 8.8 | % |
Morgan Stanley (3) | | | 7,285,006 | | | | 8.2 | % |
Frost Gamma Investments Trust (4) | | | 5,000,253 | | | | 5.6 | % |
BlackRock, Inc. (5) | | | 4,654,892 | | | | 5.2 | % |
| | |
Directors and Executive Officers: | | | | | | | | |
| | |
Mitchell S. Steiner, M.D., F.A.C.S. (6) | | | 9,315,388 | | | | 9.9 | % |
Harry Fisch, M.D., F.A.C.S. (7) | | | 8,780,252 | | | | 9.3 | % |
Mario Eisenberger, M.D. (8) | | | 180,001 | | | | | * |
Michael L. Rankowitz (9) | | | 335,001 | | | | | * |
Lucy Lu, M.D. (10) | | | 79,801 | | | | | * |
Grace Hyun, M.D. (11) | | | 71,459 | | | | | * |
K. Gary Barnette (12) | | | 828,409 | | | | | * |
All directors and executive officers, as a group (8 persons) (13) | | | 20,670,318 | | | | 21.9 | % |
January 16, 2024.Certain Principal Shareholders:
| | | | | | |
Adage Capital Partners LP(2) | | | 13,722,222 | | | 9.4% |
Perceptive Advisors LLC(3) | | | 7,858,011 | | | 5.4% |
| | | | | | |
Directors, Nominees and Executive Officers:
| | | | | | |
Mitchell S. Steiner, M.D., F.A.C.S.(4) | | | 9,633,388 | | | 6.3% |
Harry Fisch, M.D., F.A.C.S.(5) | | | 8,892,319 | | | 5.8% |
Mario Eisenberger, M.D.(6) | | | 255,001 | | | * |
Michael L. Rankowitz(7) | | | 413,334 | | | * |
Lucy Lu, M.D.(8) | | | 133,134 | | | * |
Grace Hyun, M.D.(9) | | | 133,125 | | | * |
K. Gary Barnette(10) | | | 943,509 | | | * |
Michele Greco(11) | | | 1,193,307 | | | * |
All directors and executive officers, as a group (8 persons)(12) | | | 21,597,117 | | | 14.2% |
(1)
| Unless otherwise indicated, the address of each beneficial owner is 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127. |
(2)
| Adage Capital Partners, L.P. (“ACP”), Adage Capital Partners GP, L.L.C. (“ACPGP”), Adage Capital Management, L.P. (“ACM”), Robert Atchinson (“Mr. Atchinson”), and Phillip Gross (“Mr. Gross”), 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116, filed a Schedule 13G on December 26, 2023 reporting that they beneficially owned 13,722,222 shares of Common Stock. ACP directly holds 13,722,222 shares of Common Stock. ACPGP is the general partner of ACP. ACM is the investment manager of ACP. Mr. Atchinson and Mr. Gross are managing members of entities that indirectly control ACP. |
(3)
| Perceptive Advisors LLC (“Perceptive Advisors”), Joseph Edelman (“Mr. Edelman”) and Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”), 51 Astor Place, 10th Floor, New York, NY 10003, filed a Schedule 13G on February 14, 2023 reporting that they beneficially owned 7,858,011 shares of Common Stock. The Master Fund directly holds 7,858,011 shares of Common Shares.Stock. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors. |
(3) | Morgan Stanley and Morgan Stanley Capital Services LLC, 1585 Broadway, New York, NY 10036, filed a Schedule 13G on February 10, 2023 reporting that Morgan Stanley beneficially owned 7,285,006 shares of Common Stock. Morgan Stanley has shared voting power as to 6,926,579 shares of Common Stock and shared investment power as to 7,285,006 shares of Common Stock. Morgan Stanley Capital Services LLC has shared voting and shared investment power as to 6,880,565 shares of Common Stock.
|
(4)
| Frost Gamma Investments Trust and Dr. Phillip Frost, M.D. (collectively, “Frost”), 4400 Biscayne Boulevard, Miami, FL 33137, filed a Schedule 13G on April 19, 2023, reporting that it was the beneficial owner of 5,000,253 shares of Common Stock. The shares of Common Stock beneficially owned by Frost consist of 5,000,253 shares of Common Stock as to which it hsas shared investment power and shared voting power.
|
(5) | BlackRock, Inc. and on behalf of certain of its affiliates (collectively, “BlackRock”), 55 East 52nd Street, New York, NY 10055, filed a Schedule 13G/A on February 10, 2023, reporting that it was the beneficial owner of 4,654,892 shares of Common Stock. The shares of Common Stock beneficially owned by BlackRock include 4,654,892 shares of Common Stock as to which BlackRock has sole investment power and 4,576,752 shares of Common Stock as to which BlackRock has sole voting power.
|
(6) | Consists of (a) 7,184,767 shares of Common Stock owned directly by Dr. Steiner, (b) 190,000144,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner’sSteiner's adult children of which Dr. Steiner’s brotherSteiner is the trustee, and (c) 1,940,6212,304,621 shares of Common Stock subject to stock options. |
(7)(5)
| Consists of (a) 222,881 shares of Common Stock held directly by Dr. Fisch, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 777,131889,198 shares of Common Stock subject to stock options. |
(8)(6)
| Consists of 180,001255,001 shares of Common Stock subject to stock options. |
(9)(7)
| Consists of (a) 100,000 shares of Common Stock owned directly by Mr. Rankowitz and (b) 235,001shares313,334 shares of Common Stock subject to stock options. |
(10)(8)
| Consists of (a) 9,800 shares of Common Stock owned directly by Dr. Lu and (b) 70,001123,334 shares of Common Stock subject to stock options. |
(11)(9)
| Consists of (a) 14,790 shares of Common Stock owned directly by Dr. Hyun and (b) 56,669118,335 shares of Common Stock subject to stock options. |