| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRSN | Common Stock | Other | -8.04M | -41.5% | 11.3M | Dec 19, 2024 | See Note | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRSN | Pre-Funded Warrants | Other | +8.04M | 8.04M | Dec 19, 2024 | Common Stock | 8.04M | $0.00 | See Note | F1, F2, F5, F6, F7, F8 |
EcoR1 Capital, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The reporting persons are EcoR1 Capital, LLC ("EcoR1"), Oleg Nodelman and EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). EcoR1 is the general partner and investment adviser of private funds, including Qualified Fund (the "Funds"). Mr. Nodelman is the manager and controlling owner of EcoR1. EcoR1 is filing this Form 4 for itself, Mr. Nodelman and Qualified Fund. The filers are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. The Funds hold these securities directly for the benefit of their investors. EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to the Funds. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1. The filers disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. |
| F2 | The Funds exchanged 8,036,688 shares of Common Stock for pre-funded warrants to acquire 8,036,688 shares of Common Stock |
| F3 | Qualified Fund disposed of 7,578,596 shares of Common Stock disposed of in this exchange |
| F4 | After this transaction, Qualified Fund owns 10,682,303 shares of Common Stock. |
| F5 | Qualified Fund acquired 7,578,596 of the pre-funded warrants acquired in this exchange. |
| F6 | The pre-funded warrants do not have an expiration date. |
| F7 | Each pre-funded warrant is exercisable to purchase one share of Common Stock, except that a holder of a pre-funded warrant will not be entitled to exercise any pre-funded warrant if, upon giving effect or immediately prior to such exercise, such exercise would result in (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) exceeding 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, or (ii) the combined voting power of Company securities beneficially owned by such holder (together with its affiliates) exceeding 9.99% of the combined voting power of all Company securities outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. |
| F8 | After this transaction, Qualified Fund owned 7,578,596 of the pre-funded warrants. |