SION · Sionna Therapeutics, Inc. · Insider Trading
The latest filing states the doubt was alleviated.
“The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. The Company believes that its existing cash, cash equivalents and marketable securities of $268.3 million as of June 30, 2026, will be sufficient to allow the Company to fund operations beyond twelve months from the date that the financial statements are issued.”View the 10-Q filed Aug 6, 2026
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Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; 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 |
|---|---|---|---|---|---|
| 2026-09-17 | Fitzpatrick Jennifer |
Chief Legal Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of RSUs. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest upon the achievement of a designated performance milestone, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
28,132 |
| 2026-09-17 | McKee Charlotte |
Chief Medical Officer |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
The exercise price of the option is $7.18 per share, representing the fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date"). Unless otherwise provided by the Issuer's board of directors or its compensation committee, if the option is exercised before the applicable retention period ends, the exercise price will revert to its original exercise price. The retention period begins on the Repricing Date and ends on the earliest of (i) the 18-month anniversary of the Repricing Date (March 17, 2028), (ii) a Sale Event (as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan (the "2025 Plan")) or (iii) certain qualifying terminations of service. Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
155,700 |
| 2026-09-17 | McKee Charlotte |
Chief Medical Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest on June 17, 2027, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
50,000 |
| 2026-09-17 | Cloonan Michael |
Director, President & CEO |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of RSUs. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest upon the achievement of a designated performance milestone, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
109,025 |
| 2026-09-17 | Ridloff Elena |
EVP and CFO |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest on June 17, 2027, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
47,269 |
| 2026-09-17 | McKee Charlotte |
Chief Medical Officer |
Other↓
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
155,700 |
| 2026-09-17 | Cloonan Michael |
Director, President & CEO |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
The exercise price of the option is $7.18 per share, representing the fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date"). Unless otherwise provided by the Issuer's board of directors or its compensation committee, if the option is exercised before the applicable retention period ends, the exercise price will revert to its original exercise price. The retention period begins on the Repricing Date and ends on the earliest of (i) the 18-month anniversary of the Repricing Date (March 17, 2028), (ii) a Sale Event (as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan (the "2025 Plan")) or (iii) certain qualifying terminations of service. Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
436,100 |
| 2026-09-17 | Fitzpatrick Jennifer |
Chief Legal Officer |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
The exercise price of the option is $7.18 per share, representing the fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date"). Unless otherwise provided by the Issuer's board of directors or its compensation committee, if the option is exercised before the applicable retention period ends, the exercise price will revert to its original exercise price. The retention period begins on the Repricing Date and ends on the earliest of (i) the 18-month anniversary of the Repricing Date (March 17, 2028), (ii) a Sale Event (as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan (the "2025 Plan")) or (iii) certain qualifying terminations of service. Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
103,140 |
| 2026-09-17 | Fitzpatrick Jennifer |
Chief Legal Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest on June 17, 2027, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
28,133 |
| 2026-09-17 | Fitzpatrick Jennifer |
Chief Legal Officer |
Other↓
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
103,140 |
| 2026-09-17 | RA CAPITAL MANAGEMENT, L.P. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.30 to $7.68 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, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Held directly by the Fund. |
Common Stock
(I)
|
33,800 |
| 2026-09-17 | Ridloff Elena |
EVP and CFO |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of RSUs. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest upon the achievement of a designated performance milestone, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
47,268 |
| 2026-09-17 | Cloonan Michael |
Director, President & CEO |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest on June 17, 2027, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
109,025 |
| 2026-09-17 | Cloonan Michael |
Director, President & CEO |
Other↓
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
436,100 |
| 2026-09-17 | Ridloff Elena |
EVP and CFO |
Other↓
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
165,440 |
| 2026-09-17 | Ridloff Elena |
EVP and CFO |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
The exercise price of the option is $7.18 per share, representing the fair market value per share of the Issuer's Common Stock on September 17, 2026 (the "Repricing Date"). Unless otherwise provided by the Issuer's board of directors or its compensation committee, if the option is exercised before the applicable retention period ends, the exercise price will revert to its original exercise price. The retention period begins on the Repricing Date and ends on the earliest of (i) the 18-month anniversary of the Repricing Date (March 17, 2028), (ii) a Sale Event (as defined in the Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan (the "2025 Plan")) or (iii) certain qualifying terminations of service. Effective on the Repricing Date, the Issuer's board of directors approved an option repricing. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. This stock option award was issued pursuant to the 2025 Plan, and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on the applicable Form 4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
Non-Qualified Stock Option (right to buy)
|
165,440 |
| 2026-09-17 | McKee Charlotte |
Chief Medical Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Represents a grant of RSUs. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest upon the achievement of a designated performance milestone, subject to the Reporting Person's continued service with the Issuer as of the vesting date. |
Common Stock
|
50,000 |
| 2026-09-17 | RA CAPITAL MANAGEMENT, L.P. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Held directly by the Fund. |
Common Stock
(I)
|
3,415,011 |
| 2026-07-07 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
85,918 |
| 2026-07-07 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
85,918 |
| 2026-07-06 | Fitzpatrick Jennifer |
Chief Legal Officer |
Sell↓
Filing footnotes — Common Stock (Direct)
This transaction was automatically executed pursuant to a Rule 10b5-1 trading plan adopted on June 5, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.89 to $44.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder 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 at which the transactions were effected. |
Common Stock
|
10,250 |
| 2026-07-06 | Fitzpatrick Jennifer |
Chief Legal Officer |
Convert↑
Filing footnotes — Common Stock (Direct)
This transaction was automatically executed pursuant to a Rule 10b5-1 trading plan adopted on June 5, 2025. |
Common Stock
|
10,250 |
| 2026-07-06 | Fitzpatrick Jennifer |
Chief Legal Officer |
Convert↓
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
This transaction was automatically executed pursuant to a Rule 10b5-1 trading plan adopted on June 5, 2025. 25% of the shares underlying this option vested on June 3, 2025, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
Non-Qualified Stock Option (right to buy)
|
10,250 |
| 2026-06-30 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
115,844 |
| 2026-06-30 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
115,844 |
| 2026-06-17 | RA CAPITAL MANAGEMENT, L.P. |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Indirect)
The shares underlying the option vest in full upon the earlier of June 17, 2027 or the date of the Issuer's next annual meeting, subject to Dr. Resnick's continued service through such date. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his pecuniary interest therein. Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund III, and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the stock option and underlying Common Stock. |
Non-Qualified Stock Option (right to buy)
(I)
|
17,340 |
| 2026-06-17 | Fleming Harold Edward |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
The Reporting Person has agreed to receive and hold for the benefit of Enavate Sciences, LP, any securities granted to him for his service as a director on the Issuer's board of directors. As such, the Reporting Person disclaims beneficial ownership of, and all right, title and interest in, the option and the shares issuable upon exercise thereof. This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Thompson Peter A. |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
Pursuant to an agreement with OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments VIII, LP. This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Ruddy Marcella K. |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Viney Joanne L. |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Stelzer Laurie |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Clancy Paul J |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Resnick Joshua |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund, L.P. (the "Nexus Fund"), the RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock. This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-06-17 | Booth Bruce |
Director |
Award↑
Filing footnotes — Non-Qualified Stock Option (right to buy) (Direct)
This option was granted to the Reporting Person, a director of the Issuer. The proceeds of any sale of shares of common stock issued to the Reporting Person upon exercise of this option will be transferred to Atlas Venture Life Science Advisors, LLC and as such, the Reporting Person disclaims ownership of such securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any. This option vests in full upon the earlier of June 17, 2027 or the date of the next annual meeting of Sionna Therapeutics, Inc., subject to the Reporting Person's continued service on such vesting date. |
Non-Qualified Stock Option (right to buy)
|
17,340 |
| 2026-05-27 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
101 |
| 2026-05-27 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
101 |
| 2026-05-11 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
184,639 |
| 2026-05-11 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
184,639 |
| 2026-05-08 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
59,767 |
| 2026-05-08 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
59,767 |
| 2026-05-07 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
48,546 |
| 2026-05-07 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
48,546 |
| 2026-04-18 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
2,948 |
| 2026-04-18 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
2,948 |
| 2026-04-17 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
52,397 |
| 2026-04-17 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
52,397 |
| 2026-04-16 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
226,906 |
| 2026-04-16 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
226,906 |
| 2026-04-15 | Thompson Peter A. |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. The Reporting Person is a member of OrbiMed Advisors. Each of the Reporting Person, OrbiMed Advisors, and GP VIII 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 or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
235,863 |
| 2026-04-15 | ORBIMED ADVISORS LLC |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Indirect)
These securities were sold pursuant to a 10b5-1 plan. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises 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 VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. 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 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Peter A. Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
235,863 |