| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Outset Medical, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
690145107 (CUSIP Number) |
01/08/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 690145107 |
| 1 | Names of Reporting Persons Perceptive Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,625,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 690145107 |
| 1 | Names of Reporting Persons Joseph Edelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,625,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 690145107 |
| 1 | Names of Reporting Persons Perceptive Credit Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,625,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 690145107 |
| 1 | Names of Reporting Persons Perceptive Credit Holdings IV, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,625,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Outset Medical, Inc. | |
| (b) | Address of issuer's principal executive
offices: 3052 Orchard Dr., San Jose, CA 95134 | |
| Item 2. | ||
| (a) | Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.001 per share (the "Common Stock") of Outset Medical, Inc. (the "Issuer") are:
Perceptive Advisors LLC ("Perceptive Advisors")
Joseph Edelman ("Mr. Edelman")
Perceptive Credit Advisors LLC ("Perceptive Credit")
Perceptive Credit Holdings IV, LP (the "Credit Fund") | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003 | |
| (c) | Citizenship: Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
Perceptive Credit is a Delaware limited liability company.
The Credit Fund is a Delaware limited partnership. | |
| (d) | Title of class of securities: Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.: 690145107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 53,896,936 shares of Common Stock outstanding as of February 24, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2025 and give effect to the exercise of the Warrants (as defined below).
The Credit Fund holds warrants to purchase 5,625,000 shares of Common Stock (the "Warrants"). The Warrants may not be exercised if the Reporting Persons would beneficially own more than 9.99% of the Issuer's outstanding shares of Common Stock after giving effect to such exercise.
Perceptive Credit serves as the investment manager to the Credit Fund and as relying advisor under Perceptive Advisors. Perceptive Credit Opportunities GP, LLC serves as the general partner of the Credit Fund. Mr. Edelman is the managing member of Perceptive Advisors. | |
| (b) | Percent of class: Perceptive Advisors: 9.5%
Mr. Edelman: 9.5%
Perceptive Credit: 9.5%
The Credit Fund: 9.5 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Perceptive Advisors: 0
Mr. Edelman: 0
Perceptive Credit: 0
The Credit Fund: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Perceptive Advisors: 5,625,000
Mr. Edelman: 5,625,000
Perceptive Credit: 5,625,000
The Credit Fund: 5,625,000 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Perceptive Advisors: 0
Mr. Edelman: 0
Perceptive Credit: 0
The Credit Fund: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Perceptive Advisors: 5,625,000
Mr. Edelman: 5,625,000
Perceptive Credit: 5,625,000
The Credit Fund: 5,625,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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