SCHEDULE: Perceptive Advisors Amends LeonaBio Stake Filing

Perceptive Advisors LLC and affiliated entities have amended their Schedule 13D filing regarding LeonaBio, Inc., detailing an upcoming distribution of pre-funded warrants and current beneficial ownership limitations.

Summary

• Perceptive Advisors LLC and its affiliates (Reporting Persons) have filed an amendment to their Schedule 13D concerning LeonaBio, Inc.
• The amendment addresses an upcoming distribution of Sermonix Pre-Funded Warrants exercisable for 2,352,932 shares of LeonaBio's Common Stock to Perceptive Xontogeny Venture Fund II, LP (PXV II).
• This distribution is expected to be effective on October 26, 2026.
• The pre-funded warrants held by PXV II will have a limitation preventing exercise if it results in beneficial ownership exceeding 19.99% of LeonaBio's outstanding Common Stock.
• As of the filing date, the Reporting Persons collectively beneficially own 1,889,403 shares of Common Stock, representing 19.99% of the outstanding shares.
• This percentage is based on 9,421,663 shares outstanding as of August 14, 2026, and includes the exercise of warrants for 30,081 shares.
• Joseph Edelman, a director, holds stock options but has agreed not to exercise them if it would cause beneficial ownership to exceed 19.99%.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily due to the potential for increased ownership stake, but tempered by the existing beneficial ownership limitations.

Positives

• Potential for increased ownership stake in LeonaBio through the distribution of pre-funded warrants to PXV II.
• The Reporting Persons maintain a significant ownership position at the 19.99% threshold, indicating continued strategic interest.

Negatives

• The beneficial ownership limitation of 19.99% restricts the ability to further increase the stake through warrant exercise.
• The distribution of warrants is to a specific entity (PXV II) within the reporting group, not a direct increase for all reporting persons.

Risks

• The exercise of pre-funded warrants is capped at 19.99% of outstanding Common Stock, limiting further accumulation of shares.
• The effectiveness of the warrant distribution is contingent on Sermonix's actions and future dates.

Future Outlook

The filing indicates a future event where Perceptive Xontogeny Venture Fund II, LP will receive pre-funded warrants exercisable for 2,352,932 shares of Common Stock, subject to beneficial ownership limitations.

Management Comments

• Mr. Edelman agreed on January 13, 2026 that stock options cannot be exercised without providing notice to the Issuer of at least 61 days to the extent that such exercise would result in beneficial ownership exceeding 19.99% of the outstanding shares of Common Stock of the Issuer.
• Pursuant to the terms of the warrants and pre-funded warrants held by the Master Fund and PXV II, the Reporting Persons may not exercise such warrants or pre-funded warrants to the extent that such exercise would result in beneficial ownership in excess of 19.99% of the outstanding shares of Common Stock of the Issuer.

Industry Context

StockSavvy.ai notes that significant ownership stakes, particularly those approaching regulatory thresholds like 19.99%, are common in the biotechnology and life sciences sectors as investment funds build positions in companies with high growth potential or during periods of strategic transition.

Stakeholder Impact

• Shareholders: The filing confirms a significant ownership block by Perceptive Advisors, which could influence market perception and trading dynamics. The 19.99% cap limits immediate further accumulation by this group.
• Management/Board: Joseph Edelman's role as a director is noted, with specific restrictions on his stock options tied to beneficial ownership limits.

Next Steps

• The distribution of Sermonix Pre-Funded Warrants to PXV II is expected to be effective on October 26, 2026.
• Reporting Persons will continue to operate under the 19.99% beneficial ownership limitation for warrant and option exercises.

Key Dates

Keywords

Schedule 13D, LeonaBio, Perceptive Advisors, Beneficial Ownership, Warrants, Stock, SEC Filing, Amendment