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. Checkbox not checked

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




Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares (as defined in Item 1 below) issued and outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 12, 2025 (the "Form 10-Q").


SCHEDULE 13D




Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.


SCHEDULE 13D




Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.


SCHEDULE 13D




Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.


SCHEDULE 13D




Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.


SCHEDULE 13D


 
Monograph Capital Partners I, L.P.
 
Signature:/s/ Michael LaGatta
Name/Title:Michael LaGatta / Partner and Authorized Signatory
Date:06/09/2025
 
Monograph Capital Partners I GenPar, LP
 
Signature:/s/ Michael LaGatta
Name/Title:Michael LaGatta / Partner and Authorized Signatory
Date:06/09/2025
 
Monograph Capital Holdings Advisors, LLC
 
Signature:/s/ Michael LaGatta
Name/Title:Michael LaGatta / Partner and Authorized Signatory
Date:06/09/2025
 
Fred Cohen
 
Signature:/s/ Michael LaGatta
Name/Title:Michael LaGatta/ Attorney-in-fact (1)
Date:06/09/2025
 
Charles Conn
 
Signature:/s/ Michael LaGatta
Name/Title:Michael LaGatta/ Attorney-in-fact (2)
Date:06/09/2025
Comments accompanying signature:
(1) Michael LaGatta is signing on behalf of Fred Cohen pursuant to a power of attorney dated August 1, 2023. (2) Michael LaGatta is signing on behalf of Charles Conn pursuant to a power of attorney dated August 1, 2023.

 

 

 

Schedule 1

 

This Schedule sets forth information with respect to each sale of Ordinary Shares which were effectuated on the Nasdaq by the Reporting Person during the sixty (60) days prior to the date of event which required the filing of this statement through the date of the filing of this statement. The prices below reflect the price paid by the purchasers per Ordinary Share on the relevant trade date.

 

Reporting

Person

Type of

Transaction

Trade

Date

 

Number of

Shares

   

Price per

Share

 
Monograph Capital Partners I, L.P. Sold 5/27/2025      74,473       $3.97 (1)  
Monograph Capital Partners I, L.P. Sold 5/28/2025     134,149       $4.01 (2)  
Monograph Capital Partners I, L.P. Sold 5/29/2025      38,537       $3.97 (3)  
Monograph Capital Partners I, L.P. Sold 5/30/2025      145,922       $3.89 (4)  
Monograph Capital Partners I, L.P. Sold 6/05/2025     111,303       $5.10 (5)  
Monograph Capital Partners I, L.P. Sold 6/06/2025     85,237       $5.71 (6)  
Monograph Capital Partners I, L.P. Sold 6/06/2025     144,091       $6.01 (7)  

 


 

1. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.2228 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission (“SEC”), upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 1.

 

2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.06 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 2.

 

3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.11 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 3.

 

4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.235 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 4.

 

5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.15 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 5.

 

6. Weighted average price. These shares were sold in multiple transactions at prices ranging from $5.23 to $6.05 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 6.

 

7. Weighted average price. These shares were sold in multiple transactions at prices ranging from $5.57 to $6.28 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote 7.