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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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MapLight Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Robert Brown c/o Catalyst4, Inc., 555 Bryant Street #376 Palo Alto, CA, 94301 (650) 812-2614 Kenneth A, Clark Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road Palo Alto, CA, 94304 650-493-9300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/14/2026 (Date of Event Which Requires Filing of This Statement) |
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.
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
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| CUSIP No. |
| 1 |
Name of reporting person
Catalyst4, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,536,011.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*With respect to rows 7 and 9, includes 25,306,689 shares of voting common stock held by the Reporting Person and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares.
With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Robert Brown | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,536,011.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*With respect to rows 8 and 10, includes 25,306,689 shares of voting common stock held by Catalyst4, Inc. and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares.
With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ekemini Riley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,536,011.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*With respect to rows 8 and 10, includes 25,306,689 shares of voting common stock held by Catalyst4, Inc. and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares.
With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mark Vorsatz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,536,011.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*With respect to rows 8 and 10, includes 25,305,689 shares of voting common stock held by Catalyst4, Inc. and 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026. This total excludes 699,364 shares issuable upon warrant exercise because the Reporting Person is prohibited from exercising its warrants into shares of voting stock to the extent that, following such exercise, the Reporting Person (and the attribution parties) would collectively beneficially own in excess of 49.99% of the outstanding voting common stock. The Reporting Person holds sole voting and dispositive power with respect to these shares.
With respect to row 11, the percentage is based on 55,077,530 shares of voting common stock outstanding including (i) 52,848,208 shares of voting common stock outstanding as of August 14, 2026 plus (ii) 2,229,322 shares of voting common stock issuable upon warrant exercise within 60 days of August 14, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
MapLight Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
800 Chesapeake Drive, Redwood City,
CALIFORNIA
, 94063. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D originally filed with the Commission on November 20, 2025, as amended by Amendment No. 1 filed with the Commission on August 3, 2026 (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is amended as follows:
The aggregate purchase price for the shares acquired in the PIPE Offering (as defined below) by the Reporting Persons was $83,400,153.82. The source of these funds was the working capital of Catalyst4. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended as follows:
On August 13, 2026, Catalyst entered into a securities purchase agreement, which is filed as Exhibit 99.4 to this Statement ("Securities Purchase Agreement") with the Issuer, pursuant to which the Catalyst agreed to purchase an aggregate of (i) 4,400,000 shares of the Issuer's voting common stock and (ii) accompanying pre-funded warrants to purchase up to 2,928,686 shares of voting common stock (the "Pre-Funded Warrants"), which is filed as Exhibit 99.5 to this Statement (the "PIPE Offering"). The purchase price per share of voting common stock is $11.38 per share (the "Purchase Price") and the purchase price for the Pre-Funded Warrants is the Purchase Price minus $0.0001 per share underlying the Pre-Funded Warrants. The PIPE Offering closed on August 14, 2026.
The Pre-Funded Warrants are exercisable at any time and do not expire until exercised in full, however, the Pre-Funded Warrants may not be exercised if the aggregate number of shares of voting common stock beneficially owned by the Reporting Person immediately following such exercise would exceed 49.99%. Accordingly, only 2,229,322 of the Pre-Funded Warrants are included in the beneficial ownership reported by any of the Reporting Persons on their respective cover pages because they are exercisable within 60 days of August 14, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Item 5 of the Original Schedule 13D is amended as follows:
(c) Except as previously reported on Amendment No. 1 filed with the Commission on August 3, 2026 and as set forth above in Item 4 (which is incorporated herein by reference), none of the Reporting Persons has effected any transactions of the Issuer's voting common stock during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D which information is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended as follows:
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.
In connection with its purchase of shares of the Issuer's voting common stock, Catalyst and certain of the Issuer's other investors entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Issuer. The terms and provisions of the Registration Rights Agreement are described more fully in the Issuer's Current Report on Form 8-K filed with the Commission on August 14, 2026, and the above summary is qualified by reference to such description and the full text of the Registration Rights Agreement, which is filed as Exhibit 99.6 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.4 Form of Securities Purchase Agreement, dated August 13, 2026, by and among MapLight Therapeutics, Inc. and the Purchasers. (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K as filed with the Commission on August 13, 2026 and incorporated herein by reference)
Exhibit 99.5 Form of Pre-Funded Warrant. (filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K as filed with the Commission on August 13, 2026 and incorporated herein by reference)
Exhibit 99.6 Form of Registration Rights Agreement, dated August 13, 2026, by and among MapLight Therapeutics, Inc. and the Purchasers. (filed as Exhibit 10.2 to the Issuer's Current Report on Form 8-K as filed with the Commission on August 13, 2026 and incorporated herein by reference) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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