SCHEDULE: Perceptive Advisors Amends LeonaBio Stake to 19.99%

Perceptive Advisors LLC and its affiliates have updated their beneficial ownership in LeonaBio, Inc. to 19.99% of common stock, subject to a beneficial ownership limitation.

Summary

• Perceptive Advisors LLC, Joseph Edelman, Perceptive Life Sciences Master Fund, Ltd., and Perceptive Xontogeny Venture Fund II, LP collectively report beneficial ownership in LeonaBio, Inc.
• The aggregate beneficial ownership for Perceptive Advisors LLC and Joseph Edelman is 1,859,322 shares, representing 19.99% of LeonaBio's common stock.
• Perceptive Life Sciences Master Fund, Ltd. beneficially owns 1,529,566 shares (16.4%), and Perceptive Xontogeny Venture Fund II, LP beneficially owns 329,756 shares (3.5%).
• The total outstanding shares of Common Stock are 9,300,434, which includes 3,943,887 shares as of November 5, 2025, and 5,356,547 shares issued in a Private Placement.
• A beneficial ownership limitation prevents Joseph Edelman from exercising stock options and the Master Fund and PXV II from exercising warrants or pre-funded warrants if it would result in ownership exceeding 19.99% of outstanding common stock.
• As of the filing date, the Master Fund and PXV II are unable to exercise any of their warrants or pre-funded warrants due to this limitation.

Sentiment

Score: 6

Explanation: The filing indicates a substantial, albeit capped, institutional investment by Perceptive Advisors in LeonaBio, suggesting continued confidence. However, the beneficial ownership limitation preventing the exercise of warrants and options introduces a constraint for the reporting persons.

Positives

• Significant institutional investment by Perceptive Advisors, a well-known life sciences investor, indicates confidence in LeonaBio.
• The beneficial ownership limitation helps prevent a single entity from gaining excessive control without further disclosure or action, potentially protecting minority shareholders.

Negatives

• The inability of Perceptive Life Sciences Master Fund, Ltd. and Perceptive Xontogeny Venture Fund II, LP to exercise warrants or pre-funded warrants due to the 19.99% beneficial ownership limitation means they cannot increase their stake or realize potential gains from these instruments at this time.
• The existence of a beneficial ownership limitation suggests a potential sensitivity around large ownership stakes, which could imply governance concerns or strategic considerations by the issuer.

Risks

• The beneficial ownership limitation restricts the ability of Perceptive entities to increase their stake in LeonaBio, potentially limiting their influence or future investment flexibility.
• The inability to exercise warrants and pre-funded warrants could lead to their expiration unexercised if the share price does not perform favorably or if the limitation persists, representing a lost opportunity for the reporting persons.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from the company, focusing instead on the reporting persons' current ownership and related limitations.

Management Comments

• Mr. Edelman agreed on January 13, 2026 that such options cannot be exercised by Mr. Edelman without providing notice to the Issuer of at least 61 days to the extent that such exercise would result in Mr. Edelman or the other Reporting Persons beneficially owning more than 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.
• As of the date hereof, the Beneficial Ownership Limitation does not permit the Master Fund or PXV II to exercise any of their warrants or pre-funded warrants.

Industry Context

This filing highlights continued institutional investor interest in the biotechnology sector, specifically in LeonaBio, Inc. Perceptive Advisors is a prominent investor in life sciences, and their significant stake suggests a strategic position in a company within this industry. The beneficial ownership limitation is a common mechanism in public companies to manage control and prevent hostile takeovers or undue influence by a single large shareholder, often seen in growth-stage biotech firms.

Comparison to Industry Standards

• The 19.99% beneficial ownership cap is a common threshold in corporate governance, often used to avoid triggering certain regulatory requirements (e.g., poison pill provisions, change of control clauses) or to maintain a balance of power on the board. For example, many companies set such limits to prevent an investor from gaining "control" without making a formal tender offer.
• Perceptive Advisors' investment strategy often involves taking significant stakes in promising life sciences companies, similar to other specialized biotech funds like RA Capital Management or Orbimed, which frequently appear in Schedule 13D filings for their portfolio companies.
• The use of warrants and pre-funded warrants is a standard financing tool in the biotech industry, allowing investors to gain exposure with less upfront capital while providing future funding potential for the company.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding a significant institutional investor's stake and the limitations on their ability to increase ownership, which could impact perceptions of control and future share liquidity. The private placement diluted existing shareholders but brought in capital.
• Company Management: The beneficial ownership limitation agreement with Joseph Edelman, a director, indicates a structured approach to managing large shareholder influence and corporate control.
• Perceptive Advisors (and affiliates): Their ability to increase their stake or fully exercise warrants is currently restricted, potentially limiting their upside from these instruments.

Next Steps

• LeonaBio, Inc. will continue its operations, potentially utilizing the capital raised from the private placement.
• Perceptive Advisors and its affiliates will continue to monitor their investment in LeonaBio, Inc., subject to the beneficial ownership limitations.
• Joseph Edelman may provide the required 61-day notice to exercise his stock options in the future, provided it does not breach the 19.99% beneficial ownership limit.

Key Dates

Recommendation

This filing is primarily an ownership disclosure, not a performance report. While Perceptive Advisors' continued significant stake is a positive signal, the beneficial ownership limitation preventing the exercise of warrants and options introduces a constraint for the investor. Without further financial or operational updates from LeonaBio, Inc., a "hold" recommendation is appropriate, suggesting investors maintain their current position while awaiting more comprehensive information on the company's performance and strategic direction.

Keywords

LeonaBio, Perceptive Advisors, Schedule 13D, beneficial ownership, common stock, warrants, pre-funded warrants, private placement, institutional investment, biotechnology, life sciences