PASG · Passage BIO, Inc.
Substantial doubt about the company's ability to continue as a going concern.
“As a result, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.”View the 10-Q filed Aug 10, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
Insider Sentiment Score
Peer-relative 0–100 rank of how aggressively insiders accumulated over the trailing 90 days. See the full ranking.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-06-25 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common stock, $0.0001 par value per share ("Common Stock") (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.33 to $4.30 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common stock, $0.0001 par value per share ("Common Stock")
(I)
|
50,055 |
| 2026-05-19 | Sondhi Dolan |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
10,539 |
| 2026-05-19 | GOWEN MAXINE |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
10,539 |
| 2026-05-19 | Countouriotis Athena |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
10,539 |
| 2026-05-19 | Kassberg Thomas Richard |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
10,539 |
| 2026-05-19 | Kapadia Sandip |
CHIEF FINANCIAL OFFICER |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
10,539 |
| 2026-05-19 | Porter Derrell |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2027 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
10,539 |
| 2026-03-16 | Chou William |
Director, PRESIDENT AND CEO |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The stock option vests as to 1/48 of the total shares monthly beginning on April 16, 2026 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Employee Stock Option (right to buy)
|
58,000 |
| 2026-03-16 | Borthwick Kathleen |
CFO |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The stock option vests as to 1/48 of the total shares monthly beginning on April 16, 2026 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Employee Stock Option (right to buy)
|
15,610 |
| 2026-01-08 | Chou William |
Director, PRESIDENT AND CEO |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. 50% of the total RSUs will vest on January 8, 2026 and the remaining 50% of the RSUs will vest on January 8, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Restricted Stock Unit
|
10,000 |
| 2026-01-08 | Borthwick Kathleen |
CFO |
Convert↑
Filing footnotes — Common Stock (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. Includes 200 shares acquired on May 15, 2025 and 200 shares acquired on November 15, 2025 under the 2020 Employee Stock Purchase Plan. |
Common Stock
|
5,000 |
| 2026-01-08 | Chou William |
Director, PRESIDENT AND CEO |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs; it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. The reported price in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer in multiple transactions at prices ranging from $18.13 to $19.3061 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 with regard to the block trade. |
Common Stock
|
4,076 |
| 2026-01-08 | Borthwick Kathleen |
CFO |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs; it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. The reported price in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer in multiple transactions at prices ranging from $18.13 to $19.3061 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 with regard to the block trade. |
Common Stock
|
2,062 |
| 2026-01-08 | Chou William |
Director, PRESIDENT AND CEO |
Convert↑
Filing footnotes — Common Stock (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. Includes 200 shares acquired on May 16, 2024, 200 shares acquired on May 15, 2025 and 200 shares acquired on November 15, 2025 under the 2020 Employee Stock Purchase Plan. |
Common Stock
|
10,000 |
| 2026-01-08 | Borthwick Kathleen |
CFO |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. 50% of the total RSUs will vest on January 8, 2026 and the remaining 50% of the RSUs will vest on January 8, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Restricted Stock Unit
|
5,000 |
| 2025-09-15 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common Stock (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.94 to $7.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common Stock
(I)
|
11,900 |
| 2025-09-12 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common Stock (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.93 to $7.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common Stock
(I)
|
19,783 |
| 2025-09-11 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common stock, $0.0001 par value per share (Common Stock) (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.915 to $6.985 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common stock, $0.0001 par value per share (Common Stock)
(I)
|
325 |
| 2025-07-24 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common Stock (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.535 to $5.9 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common Stock
(I)
|
66,423 |
| 2025-07-23 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common Stock (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.675 to $5.8 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common Stock
(I)
|
49,302 |
| 2025-07-22 | Lynx1 Capital Management LP |
10% Owner |
Buy↑
Filing footnotes — Common stock, $0.0001 par value per share ("Common Stock") (Indirect)
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.33 to $5.475 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. The Reporting Persons' holdings have been adjusted to reflect the 1-for-20 reverse stock split of the Issuer effective on July 14, 2025, as disclosed on the Current Report on Form 8-K filed by the Issuer with the SEC on July 14, 2025. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. |
Common stock, $0.0001 par value per share ("Common Stock")
(I)
|
13,123 |
| 2025-06-26 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
213,257 |
| 2025-06-25 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
138,800 |
| 2025-06-24 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
231,600 |
| 2025-05-28 | Countouriotis Athena |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
201,857 |
| 2025-05-28 | Islam Saqib |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
201,857 |
| 2025-05-28 | Kassberg Thomas Richard |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
143,789 |
| 2025-05-28 | Kapadia Sandip |
CHIEF FINANCIAL OFFICER |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
201,857 |
| 2025-05-28 | GOWEN MAXINE |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
201,857 |
| 2025-05-28 | Porter Derrell |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
201,857 |
| 2025-05-28 | Sondhi Dolan |
Director |
Award↑
Filing footnotes — Director Stock Option (right to buy) (Direct)
The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date. |
Director Stock Option (right to buy)
|
201,857 |
| 2025-04-24 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
68,195 |
| 2025-04-23 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
89,328 |
| 2025-04-22 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
78,049 |
| 2025-04-17 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
77,090 |
| 2025-04-16 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
61,638 |
| 2025-04-15 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
10,326 |
| 2025-03-15 | Cale Edgar B. |
GC & CORPORATE SECRETARY |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The stock option vests as to 1/48 of the total shares monthly beginning on April 15, 2025 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Employee Stock Option (right to buy)
|
278,386 |
| 2025-03-15 | Borthwick Kathleen |
CFO |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The stock option vests as to 1/48 of the total shares monthly beginning on April 15, 2025 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Employee Stock Option (right to buy)
|
278,386 |
| 2025-03-15 | Chou William |
Director, PRESIDENT AND CEO |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
The stock option vests as to 1/48 of the total shares monthly beginning on April 15, 2025 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Employee Stock Option (right to buy)
|
779,533 |
| 2025-02-11 | Borthwick Kathleen |
CFO |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs; it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. The reported price in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer in multiple transactions at prices ranging from $0.51 to $0.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 with regard to the block trade. |
Common Stock
|
3,183 |
| 2025-02-10 | Borthwick Kathleen |
CFO |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. 1/3 of the RSUs vested on February 10, 2024 and 2/3 of the RSUs will vest on February 10, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
Restricted Stock Unit
|
8,000 |
| 2025-02-10 | Borthwick Kathleen |
CFO |
Convert↑
Filing footnotes — Common Stock (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. Includes 4,000 shares acquired on May 16, 2024 and 4,000 shares acquired on November 16, 2024 under the 2020 Employee Stock Purchase Plan. |
Common Stock
|
8,000 |
| 2025-01-15 | Borthwick Kathleen |
CFO |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. 50% of the total RSUs will vest on January 8, 2026 and the remaining 50% of the RSUs will vest on January 8, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Restricted Stock Unit
|
10,000 |
| 2025-01-15 | Chou William |
Director, PRESIDENT AND CEO |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. 50% of the total RSUs will vest on January 8, 2026 and the remaining 50% of the RSUs will vest on January 8, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
Restricted Stock Unit
|
20,000 |
| 2025-01-14 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $0.58 to a high of $0.63 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
79,024 |
| 2025-01-13 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $0.63 to a high of $0.66 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
17,986 |
| 2025-01-10 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $0.61 to a high of $0.70 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
126,209 |
| 2025-01-08 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $0.65 to a high of $0.74 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
75,007 |
| 2025-01-07 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
Represents the weighted average sale price of the shares of the Issuer's common stock sold, ranging from a low of $0.70 to a high of $0.77 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a securityholder of the Issuer, to provide full information regarding the number of shares sold at each separate price. These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the shares of common stock held by OPI VII and, as a result, may be deemed to have beneficial ownership over such shares of common stock. 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 over the shares of common stock held by OPI VII. Each of OrbiMed Advisors and GP VII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
52,536 |