The Reporting Persons originally acquired the securities reported herein because they believe the securities are undervalued and represent an attractive investment opportunity and they continue to hold the shares of Common Stock reported herein for investment purposes. The Reporting Persons previously reported their beneficial ownership on Schedule 13G pursuant to Rule 13d-1(c) under the Act. As a result of the acquisition of additional shares of Common Stock described in Items 3 and 5(c), the Reporting Persons' aggregate beneficial ownership has equaled or exceeded 20% of the outstanding Common Stock. Accordingly, the Reporting Persons are no longer eligible to report on Schedule 13G under Rule 13d-1(c)(3) and are filing this Schedule 13D pursuant to Rule 13d-1(f)(1).
On June 24, 2026, the Issuer, Peregrine Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("Merger Sub"), and Remix Therapeutics, Inc., a Delaware corporation ("Remix") entered into an Agreement and Plan of Merger (the "Merger Agreement") substantially in the form attached as Exhibit 99.2 to this Schedule 13D, pursuant to which Merger Sub will merge with and into Remix, with Remix surviving the merger and becoming a wholly owned subsidiary of the Issuer (the "Merger"). Following the Merger, the combined company is expected to be renamed "Remix Therapeutics, Inc." and to trade on Nasdaq under the symbol "RMTX." In connection with the Merger, the Lynx1 Fund has agreed to participate in a financing (the "Concurrent Financing") in which it will (i) purchase shares of Remix common stock pursuant to a subscription agreement (the "Subscription Agreement") substantially in the form attached as Exhibit 99.3 to this Schedule 13D and (ii) purchase convertible notes pursuant to a convertible promissory note purchase agreement. The consummation of the Concurrent Financing is conditioned on the satisfaction or waiver of certain conditions to the Merger.
In addition, in connection with the Concurrent Financing, an affiliate of the Investment Manager will enter in to a registration rights agreement (the "Registration Rights Agreement") with the Issuer and Remix, substantially in the form attached as Exhibit 99.4 to this Schedule 13D, providing for the registration for resale of the shares of Common Stock issuable in respect of the securities purchased in the Concurrent Financing. In addition, the Issuer and a third party rights agent will enter into a Contingent Value Rights Agreement (the "CVR Agreement") substantially in the form attached as Exhibit 99.5 to this Schedule 13D, pursuant to which the Issuer's common stockholders of record will receive one contingent value right for each outstanding share of Common Stock held by such stockholder.
As a result of the foregoing, the Reporting Persons expect to acquire additional shares of Common Stock at the effective time of the Merger in respect of the Remix securities they have agreed to purchase in the Concurrent Financing. The Reporting Persons do not presently beneficially own such shares of Common Stock, the issuance of which is contingent on the consummation of the Merger. In addition, as a holder of record of Common Stock, the Reporting Persons will be entitled to receive one contingent value right for each share of Common Stock held as of the close of business on the last business day prior to the Effective Time, pursuant to a Contingent Value Rights Agreement to be entered into by the Issuer as described in the Issuer's filings.
The foregoing summaries of the Merger Agreement, the Subscription Agreement, the Registration Rights Agreement and the CVR Agreement are qualified in their entireties by reference to the full texts of such agreements, the forms of which are included as Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5, respectively, hereto and are incorporated by reference herein.
The Reporting Persons may engage in discussions with management, the board of directors (the "Board"), other stockholders of the Issuer, and other persons regarding the Issuer, including with respect to its business, operations, strategy, capital structure, and governance, and the Merger, though the Reporting Persons may change its intentions with respect to any and all of the foregoing. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or decrease their economic exposure to the shares of Common Stock without affecting their beneficial ownership of the shares of Common Stock or adjust their exposure to the shares of Common Stock in ways that would affect their beneficial ownership of the shares of Common Stock.
Except as set forth in this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or proposals, and to take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4, and to change their intentions, at any time, as they deem appropriate. |
The Reporting Persons originally acquired the securities reported herein because they believe the securities are undervalued and represent an attractive investment opportunity and they continue to hold the shares of Common Stock reported herein for investment purposes. The Reporting Persons previously reported their beneficial ownership on Schedule 13G pursuant to Rule 13d-1(c) under the Act. As a result of the acquisition of additional shares of Common Stock described in Items 3 and 5(c), the Reporting Persons' aggregate beneficial ownership has equaled or exceeded 20% of the outstanding Common Stock. Accordingly, the Reporting Persons are no longer eligible to report on Schedule 13G under Rule 13d-1(c)(3) and are filing this Schedule 13D pursuant to Rule 13d-1(f)(1).
On June 24, 2026, the Issuer, Peregrine Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("Merger Sub"), and Remix Therapeutics, Inc., a Delaware corporation ("Remix") entered into an Agreement and Plan of Merger (the "Merger Agreement") substantially in the form attached as Exhibit 99.2 to this Schedule 13D, pursuant to which Merger Sub will merge with and into Remix, with Remix surviving the merger and becoming a wholly owned subsidiary of the Issuer (the "Merger"). Following the Merger, the combined company is expected to be renamed "Remix Therapeutics, Inc." and to trade on Nasdaq under the symbol "RMTX." In connection with the Merger, the Lynx1 Fund has agreed to participate in a financing (the "Concurrent Financing") in which it will (i) purchase shares of Remix common stock pursuant to a subscription agreement (the "Subscription Agreement") substantially in the form attached as Exhibit 99.3 to this Schedule 13D and (ii) purchase convertible notes pursuant to a convertible promissory note purchase agreement. The consummation of the Concurrent Financing is conditioned on the satisfaction or waiver of certain conditions to the Merger.
In addition, in connection with the Concurrent Financing, an affiliate of the Investment Manager will enter in to a registration rights agreement (the "Registration Rights Agreement") with the Issuer and Remix, substantially in the form attached as Exhibit 99.4 to this Schedule 13D, providing for the registration for resale of the shares of Common Stock issuable in respect of the securities purchased in the Concurrent Financing. In addition, the Issuer and a third party rights agent will enter into a Contingent Value Rights Agreement (the "CVR Agreement") substantially in the form attached as Exhibit 99.5 to this Schedule 13D, pursuant to which the Issuer's common stockholders of record will receive one contingent value right for each outstanding share of Common Stock held by such stockholder.
As a result of the foregoing, the Reporting Persons expect to acquire additional shares of Common Stock at the effective time of the Merger in respect of the Remix securities they have agreed to purchase in the Concurrent Financing. The Reporting Persons do not presently beneficially own such shares of Common Stock, the issuance of which is contingent on the consummation of the Merger. In addition, as a holder of record of Common Stock, the Reporting Persons will be entitled to receive one contingent value right for each share of Common Stock held as of the close of business on the last business day prior to the Effective Time, pursuant to a Contingent Value Rights Agreement to be entered into by the Issuer as described in the Issuer's filings.
The foregoing summaries of the Merger Agreement, the Subscription Agreement, the Registration Rights Agreement and the CVR Agreement are qualified in their entireties by reference to the full texts of such agreements, the forms of which are included as Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5, respectively, hereto and are incorporated by reference herein.
The Reporting Persons may engage in discussions with management, the board of directors (the "Board"), other stockholders of the Issuer, and other persons regarding the Issuer, including with respect to its business, operations, strategy, capital structure, and governance, and the Merger, though the Reporting Persons may change its intentions with respect to any and all of the foregoing. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or decrease their economic exposure to the shares of Common Stock without affecting their beneficial ownership of the shares of Common Stock or adjust their exposure to the shares of Common Stock in ways that would affect their beneficial ownership of the shares of Common Stock.
Except as set forth in this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or proposals, and to take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4, and to change their intentions, at any time, as they deem appropriate. |
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which 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 the assets of the Issuer or 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 directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or 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 Act or (j) any action similar to any of those enumerated above. |
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which 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 the assets of the Issuer or 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 directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or 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 Act or (j) any action similar to any of those enumerated above. |