Filing Details
- Accession Number:
- 0001104659-25-052422
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-22 20:00:00
- Filed By:
- Redmile Group
- Company:
- Atara Biotherapeutics Inc. (NASDAQ:ATRA)
- Filing Date:
- 2025-05-23
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Redmile Group, LLC | 0 | 705,207 | 0 | 705,207 | 705,207 | 9.9% |
Jeremy C. Green | 0 | 705,207 | 0 | 705,207 | 705,207 | 9.9% |
RedCo I, L.P. | 0 | 347,442 | 0 | 347,442 | 347,442 | 5.0% |
Redmile Biopharma Investments II, L.P. | 0 | 406,137 | 0 | 406,137 | 406,137 | 5.8% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Atara Biotherapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
046513206 (CUSIP Number) |
Redmile Group, LLC One Letterman Drive, Bldg D, Ste D3-300 San Francisco, CA, 94129 (415) 489-9980 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. | 046513206 |
1 |
Name of reporting person
Redmile Group, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
705,207.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Redmile Group, LLC's beneficial ownership of the Issuer's common stock ("Common Stock") is comprised of 441,701 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Funds"), including RedCo I, L.P. ("RedCo I") and Redmile Biopharma Investments II, L.P. ("RBI II"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 3,412,843 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"), including the Warrants purchased by certain Redmile Funds in the underwritten registered offering that closed on May 16, 2025 (the "Registered Offering"). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of a Warrants does not have the right to exercise the Warrants held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 705,207 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13D represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of May 7, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025 (the "Form 10-Q"); plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K dated May 14, 2025 filed with the SEC on May 16, 2025 (the "Form 8-K"), plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants.
SCHEDULE 13D
|
CUSIP No. | 046513206 |
1 |
Name of reporting person
Jeremy C. Green | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
705,207.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Jeremy C. Green's beneficial ownership of Common Stock is comprised of 441,701 shares of Common Stock owned by the Redmile Funds, including RedCo I and RBI II. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 3,412,843 shares of Common Stock issuable upon exercise of the Warrants, including the Warrants purchased by certain Redmile Funds in the Registered Offering. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 705,207 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13D represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of of May 7, 2025, as reported by the Issuer in its Form 10-Q; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K, plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants.
SCHEDULE 13D
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CUSIP No. | 046513206 |
1 |
Name of reporting person
RedCo I, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
347,442.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The shares of Common Stock reported as beneficially owned by RedCo I in this Schedule 13D represent the 191,226 shares of Common Stock held directly by RedCo I and the 156,216 shares of Common Stock that could be issued to RedCo I upon exercise of the Warrants directly held by RedCo I.
Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of of May 7, 2025, as reported by the Issuer in its Form 10-Q; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K, plus (iii) 156,216 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo I.
SCHEDULE 13D
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CUSIP No. | 046513206 |
1 |
Name of reporting person
Redmile Biopharma Investments II, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
406,137.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
RBI II's beneficial ownership of Common Stock is comprised of 142,631 shares of Common Stock directly held by RBI II. Subject to the Beneficial Ownership Blocker, RBI II may also be deemed to beneficially own 2,054,155 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI II, including the Warrants purchased by RBI II in the Registered Offering. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI II in this Schedule 13D represent the shares of Common Stock held directly by RBI II and the 263,506 shares of Common Stock that could be issued to RBI II upon exercise of certain of the Warrants directly held by RBI II under the Beneficial Ownership Blocker.
Percentage based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of May 7, 2025, as reported by the Issuer in its Form 10-Q; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K, plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI II, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants.
SCHEDULE 13D
|
Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
(b) | Name of Issuer:
Atara Biotherapeutics, Inc. |
(c) | Address of Issuer's Principal Executive Offices:
1280 Rancho Conejo Blvd, Thousand Oaks,
CALIFORNIA
, 91320. |
Item 2. | Identity and Background |
(a) | This Schedule 13D is being filed jointly by Redmile Group, LLC ("Redmile"), Jeremy C. Green, RedCo I, L.P. ("RedCo I"), and Redmile Biopharma Investments II, L.P. ("RBI II" and collectively with Redmile, Mr. Green and RedCo I, the "Reporting Persons"), pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as separate persons and not as members of a group. See Exhibit 99.1 to this Schedule 13D for their Joint Filing Agreement. |
(b) | Redmile:
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green:
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo I:
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
RBI II:
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 |
(c) | Redmile: investment manager/adviser to certain private investment vehicles and separately managed accounts.
Jeremy C. Green: managing member of Redmile.
RedCo I: private investment fund
RBI II: private investment fund |
(d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | Redmile: Delaware
Jeremy C. Green: United Kingdom
RedCo I: Delaware
RBI II: Delaware |
Item 3. | Source and Amount of Funds or Other Consideration |
In an underwritten registered offering that closed on May 16, 2025 (the "Registered Offering"), certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Funds"), including RBI II, utilized working capital in the aggregate amount of approximately $4,499,993 to acquire pre-funded warrants to purchase 680,796 shares of Common Stock of the Issuer (the "New Warrants") at a purchase price of $6.6099 per share underlying the New Warrants. The exercise price of the New Warrants is $0.0001 per share, subject to adjustment pursuant to the terms of the New Warrants. Subject to the Beneficial Ownership Blocker (as defined in Item 5(a) below), the New Warrants are exercisable immediately and have no expiration date. | |
Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities covered by this Schedule 13D, including the New Warrants, for investment purposes, in the ordinary course of business.
The Reporting Persons will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock, the Issuer's operations, assets, prospects, business development, markets and capitalization, the Issuer's management and personnel, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, as well as other investment considerations. The Reporting Persons expect to discuss their investment in the Issuer and the foregoing investment considerations with the Issuer's Board of Directors ("Board of Directors"), management, other investors, industry analysts and others. These considerations, these discussions and other factors may result in the Reporting Persons' consideration of various alternatives with respect to their investment, including possible changes in the present Board of Directors and/or management of the Issuer or other alternatives to increase stockholder value. The Reporting Persons may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. In addition, the Reporting Persons may acquire additional Issuer securities in the public markets, in privately negotiated transactions or otherwise or may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests.
On May 16, 2025, immediately following the Registered Offering, the Board of Directors approved the appointment of Nachi Subramanian, a managing director of Redmile, to serve as a director of the Issuer. Mr. Subramanian will serve until the 2027 annual meeting of the Issuer's stockholders or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.
In connection with his appointment to the Board of Directors, Mr. Subramanian and the Issuer entered into an indemnification agreement in the same form as the Issuer's standard form of indemnification agreement with its other directors.
Mr. Subramanian has waived his right to receive any cash or equity compensation to which he otherwise would be entitled for his service on the Board of Directors pursuant to the Issuer's Non-Employee Director Compensation Policy.
Except as set forth in this Item 4, no Reporting Person has any present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of such directors or to fill any existing vacancies on such board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated in subparagraphs (a)-(i) above. There is no assurance that the Reporting Persons will develop any plans or proposals with respect to any of these matters. However, the Reporting Persons reserve the right to formulate plans or proposals which would relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. | |
Item 5. | Interest in Securities of the Issuer |
(a) | The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons is comprised of (i) 441,701 shares of Common Stock held by the Redmile Funds, including the 191,226 shares of Common Stock directly held by RedCo I and the 142,631 shares of Common Stock directly held by RBI II, and (ii) subject to the Beneficial Ownership Blocker, 3,412,843 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"), including the 156,216 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo I and the 2,054,155 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI II. Redmile is the investment manager to the Redmile Funds and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaims beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of a Warrants does not have the right to exercise the Warrants held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer.
The 705,207 shares of Common Stock reported as beneficially owned by Redmile and Mr. Green in this Schedule 13D represent 9.99% of the outstanding shares of Common Stock. The 347,442 shares of Common Stock reported as beneficially owned by RedCo I in this Schedule 13D represent 5.0% of the outstanding shares of Common Stock. The 406,137 shares of Common Stock reported as beneficially owned by RBI II in this Schedule 13D represent 5.8% of the outstanding shares of Common Stock.
For purposes of this Schedule 13D, the percent of class for each Reporting Person was calculated based on sum of: (i) 5,961,391 shares of Common Stock outstanding as of May 7, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 15, 2025; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Issuer in its Form 8-K dated May 14, 2025 filed with the SEC on May 16, 2025, plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants. |
(b) | Redmile:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 705,207
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 705,207
Jeremy C. Green:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 705,207
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 705,207
RedCo I:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 347,442
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 347,442
RBI II:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 406,137
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 406,137 |
(c) | See the response to Item 3. Except as disclosed in Item 3, no reportable transactions were effected by any Reporting Persons during the past sixty days. |
(d) | N/A |
(e) | N/A |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The description of the indemnification agreement between Mr. Subramanian and the Issuer in Item 4 is incorporated herein by reference.
In addition, certain Redmile Funds have entered into cash-settled swap agreements with an unaffiliated third party financial institution. The swap agreements entered into by these Redmile Funds represent an aggregate 8,975 notional shares of the Issuer's Common Stock, comparable to an interest in approximately 0.13% of the outstanding Common Stock as of May 16, 2025. The Reporting Persons have the right to terminate and close out each swap agreement at any time. Upon settlement of each swap agreement, either (i) the counterparty will pay to the applicable Redmile Fund an amount in cash determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement, or (ii) the applicable Redmile Fund will pay to the counterparty an amount in cash determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement. The swap agreements do not give the applicable Redmile Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim beneficial ownership in securities to which such swap agreements relate. | |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1: Joint Filing Agreement, dated as of May 23, 2025, by and among Redmile, Jeremy C. Green, RedCo I and RBI II.
Exhibit 99.2: Form of Indemnification Agreement made by and between the Issuer and each of its directors and executive officers (incorporated by reference to Exhibit 10.9 to the Issuer's Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 7, 2025). |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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