The information required in 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).
Continued on following pages
Page 1 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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BRAIDWELL LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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10,162,9611
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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10,162,9611
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,162,9611
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99%2
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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1 Consists of 3,300,000 Shares (as defined herein), Shares issuable upon the exercise of 6,010,000 immediately exercisable pre-funded warrants (“Warrants”) subject to the Beneficial Ownership Limitation
(defined below), and 1,630,542 American Depositary Shares (“ADS”), all of which are directly owned by Braidwell Partners Master Fund LP. Each ADS represents the right to receive one-half of one Share. The Warrants are subject to a blocker which
prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the “Beneficial Ownership Limitation”).
2 Based on 96,498,927 Shares outstanding as of July 30, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the Securities and
Exchange Commission (the “SEC”) on July 30, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the
shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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1
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NAMES OF REPORTING PERSONS
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BRAIDWELL MANAGEMENT LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 10,162,9611 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 10,162,9611 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 10,162,9611 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 9.99%2 |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| HC, OO |
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1
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NAMES OF REPORTING PERSONS
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ALEXANDER T. KARNAL
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Connecticut
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 10,162,9611 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 10,162,9611 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 10,162,9611 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 9.99%2 |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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1
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NAMES OF REPORTING PERSONS
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BRIAN J. KREITER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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| 10,162,9611 |
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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| 10,162,9611 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 10,162,9611 |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 9.99%2 |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| HC, OO |
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| Item 1(a). |
Name of Issuer:
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DBV Technologies S.A.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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107 Av. de la République
92320 Châtillon France
| Item 2(a). |
Name of Person Filing
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This filing is being jointly filed by the Reporting Persons.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The business address of each Reporting Person is:
2200 Atlantic St
4th Floor
Stamford, CT 06902
Braidwell LP is a limited partnership organized under the laws of the State of Delaware. Braidwell Management LLC is a limited liability company organized under the laws of the State of Delaware. Alexander Karnal and
Brian Kreiter are both citizens of the United States of America.
| Item 2(d). |
Title of Class of Securities:
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Ordinary shares, nominal value €0.10 per share (the “Shares”)
23306J200 (This is the CUSIP for the American Depositary Shares, each representing one-half of one Ordinary Share)
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
| Item 4(a) |
Amount Beneficially Owned:
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Items 5-9 of each cover page are incorporated by reference. As of September 30, 2024, each Reporting Person may be deemed to be the beneficial owner of 10,162,961 Shares, which amount consists of 3,300,000 Shares,
Shares issuable upon the exercise of 60,010,000 Warrants subject to the Beneficial Ownership Limitation, and 1,630,542 ADS, all of which are directly owned by Braidwell Partners Master Fund LP.
| Item 4(b) |
Percent of Class:
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As of September 30, 2024, each Reporting Person may be deemed to beneficially own 9.99% of the Shares, which is calculated based on 96,498,927 Shares outstanding as of July 30, 2024,
as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on July 30, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon
exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
| Item 4(c) |
Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote: 0
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(ii) Shared power to vote or direct the vote: 10,162,9611
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(iii) Sole power to dispose or direct the disposition of: 0
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(iv) Shared power to dispose or direct the disposition of: 10,162,9611
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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n/a
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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n/a
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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The information in Item 4 is incorporated herein.
| Item 8. |
Identification and Classification of Members of the Group:
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n/a
| Item 9. |
Notice of Dissolution of Group:
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n/a
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Nobvember 14, 2024
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BRAIDWELL MANAGEMENT LLC
AS GENERAL PARTNER OF BRAIDWELL LP
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BY:
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/S/ MANISH K. MITAL
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NAME: MANISH K. MITAL
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TITLE: AUTHORIZED SIGNATORY
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BRAIDWELL MANAGEMENT LLC
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BY:
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/S/ MANISH K. MITAL
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NAME: MANISH K. MITAL
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TITLE: AUTHORIZED SIGNATORY
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ALEXANDER T. KARNAL
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/s/ ALEXANDER T. KARNAL
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BRIAN J. KREITER
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/s/ BRIAN J. KREITER
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