August 25, 2025 · Form 4 insider transaction
ORBIMED ADVISORS LLC bought 10,111,384 shares of STTK, a transaction worth N/A. The trade was recorded as open-market purchase and disclosed on an SEC Form 4, filed 8 days after the transaction.
On August 4, 2025, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Persons. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Persons in a private placement which closed on August 25, 2025 (the "Closing Date") an aggregate of 6,306,127 shares of the Issuer's common stock ("Shares") and pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 12,133,661 Shares. The Reporting Persons also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 18,439,799 Shares. The price per Share and accompanying Common Warrant is $0.8677. The price per Pre-Funded Warrant and accompanying Common Warrant is $0.8676.; The Pre-Funded Warrants are exercisable at any time after the date of issuance and the Common Warrants are exercisable at any time after the Closing Date, in each case subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full. The Common Warrants will expire on the 30th day after the date on which the data from the single ascending dose and multiple ascending dose portions of the Issuer's Phase 1 clinical trial of SL-325, including receptor occupancy and safety data, and the design of the planned Phase 2 clinical trial(s) have been announced publicly.; These securities are held of record by OrbiMed Private Investments IX, LP ("OPI IX"). OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP IX. By virtue of such relationships, GP IX and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI XI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI IX.; This report on Form 4 is jointly filed by OrbiMed Advisors, GP IX, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Mona Ashiya ("Ashiya"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Ashiya is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.