Private company

Deep Track Capital, LP

Limited partnership registered in the United States, active since 2020. Summary from the record

Last updated Oct 21, 2026.

Overview

  • HeadquartersWilmington, United States2
  • Legal formLimited Partnership2
  • Kind of organizationLimited partnership2
  • LEI5493005XI3U41MXN34562
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 37712502

Corporate structure

Deep Track Capital, LP sits at the top of its group. 113 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Deep Track Capital, LP

  • David Eric Kroin Owns 50% to 75% of Deep Track Capital, LP, since 09/2020 (Form ADV)
  • Kroin Development Fund, LLC Owns 25% to 50% of Deep Track Capital, LP, since 10/2020 (Form ADV)
  • The David E. Kroin 2020 Family Owns 75% or more of Kroin, since 10/2020 (Form ADV)
  • Matthew Aaron Kroin Owns control (general partner, trustee or manager) of The David E., since 10/2020 (Form ADV)
  • Michelle Aimee Kroin Owns control (general partner, trustee or manager) of The David E., since 10/2020 (Form ADV)

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); stakes of 5% or more it reported on Schedules 13D and 13G (112 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.

Investment adviser

Deep Track Capital, LP is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.

  • Assets it manages$8.4B3 5 accounts, all with discretion
  • Employees19 12 in investment advice or research
  • ClientsPooled investment vehicles (other than investment companies and: 5 ($8.4B)
  • How it is paidA percentage of assets under its management; Performance-based fees
  • What it doesPortfolio management for pooled investment vehicles (other than investment companies)
  • Holds client assetsYes: cash and securities
  • RegistrationSEC 801-120500, CRD 312459 IAPD record

Who owns it

Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).

  • David Eric Kroinowns 50% to 75%, since 09/2020
  • KROIN DEVELOPMENT FUND, LLCowns 25% to 50%, since 10/2020
  • Matthew Aaron Kroinowns general partner, trustee or manager of THE DAVID E., since 10/2020
  • Michelle Aimee Kroinowns general partner, trustee or manager of THE DAVID E., since 10/2020
  • David Eric Kroinowns 75% or more of DEEP TRACK, since 09/2020
  • THE DAVID E. KROIN 2020 FAMILYowns 75% or more of KROIN, since 10/2020

In its own words: the client brochure

Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.

Item 4: Advisory business Services

Deep Track Capital, LP (“Deep Track” or the “Firm”) is a Delaware limited partnership that was formed on September 29, 2020. Both the Firm and the Firm’s general partner, Deep Track Capital GP, LLC, are controlled by David Kroin, Deep Track’s Founder and Chief Investment Officer. Deep Track provides discretionary investment management services to privately offered, pooled investment vehicles or “private funds”. Deep Track serves as the investment manager to Deep Track Biotechnology Master Fund, Ltd. (the “Master Fund”), Deep Track Biotechnology Fund, LP (the “Onshore Feeder Fund”), Deep Track Biotechnology Offshore Fund, Ltd. (the “Offshore Feeder Fund”), Deep Track Special Opportunities Fund, LP (the “Onshore Special Opportunities Fund”), and Deep Track Special Opportunities Offshore Fund, LP (the “Offshore Special Opportunities Fund”). The Onshore Feeder Fund and the Offshore Feeder Fund, collectively (the “Feeder Funds”). The Master Fund and the Feeder Funds may be referred to herein as the “Flagship Fund” or the “Flagship Funds”. The Onshore Special Opportunities Fund and the Offshore Special Opportunities Fund may be referred to herein as the “Special Opportunities Fund”. The Master Fund, the Feeder Funds, and the Special Opportunities Fund may be referred to herein as the “Funds”. Deep Track Biotechnology Fund GP, LLC (the “Flagship Fund General Partner”), an affiliate of Deep Track, is the general partner of the Onshore Feeder Fund and the performance allocation shareholder within the Master Fund. Deep Track Special Opportunities Fund GP, LLC (the “Special Opportunities

Fund General Partner”), an affiliate of Deep Track, is the general partner of the Onshore Special Opportunities Fund and Offshore Special Opportunities Fund. Deep Track seeks to primarily utilize fundamentally driven due diligence strategies to capitalize on the dispersion in outcomes amongst biotechnology development companies by investing primarily in publicly traded, and, to a lesser extent, in privately held, biotechnology, specialty pharmaceuticals, medical device, diagnostics and life sciences tools and services companies. Deep Track may invest in equities, bonds, options, warrants, PIPEs, swaps, contingent value rights, royalties, currency forwards and other instruments. Deep Track expects to invest through open market transactions in equities on both the long and the short side while also participating in certain primary share offerings directly with companies. Investments (such as private companies, PIPEs or certain investments in public securities) that Deep Track determines either lack a readily assessable and/or observable fair value or should be held until the resolution of a special event or circumstance, will be made in, the Flagship Fund, through special investment accounts (“SIAs”) and will be allocated only to investors that have elected to receive such allocations, and in the Special Opportunities Fund. The terms upon which Deep Track serves as investment manager to the Funds, or any other client that may be established in the future, are established at the time each Fund or other client relationship is established and are generally set out in the governing documents entered into by the Funds and disclosed in the offering or disclosure documents for the relevant Fund or other clients. Deep Track does not participate as a manager in any wrap fee programs. As of December 31, 2025, Deep Track had approximately $8,373,382,671of regulatory assets under management, all of which is managed on a fully discretionary basis.

Item 5: Fees and compensation Fees

Deep Track will be entitled to the fees, including Management Fees, Incentive Allocation and Carried Interest, and the reimbursement of expenses as provided in the governing documents of the Funds. Management Fee Deep Track will receive a quarterly management fee (the “Management Fee”) from the Flagship Fund paid in advance of each fiscal quarter, generally 200 basis points annually of assets under management, with founding investors in the Feeder Funds being charged a reduced rate, which may vary depending on the size of their investment maintained in the Flagship Funds. Deep Track will receive a Management Fee from the Special Opportunities Fund of 200 basis points annually based on “invested cost”, paid at the beginning of each fiscal quarter. In the sole discretion of Deep Track, the Management Fee may be waived, reduced or calculated differently with respect to any underlying investor of the Funds, including, without limitation, any employee or personnel of Deep Track and their family members and estate planning vehicles. The Flagship Fund Management Fee will be prorated and payable as of a subscription date for any capital contribution by an underlying Feeder Fund investor that is effective as of a date other than as of the first day of a fiscal quarter. In the event of a withdrawal by an underlying Feeder Fund investor other than as of the last day of a fiscal quarter, Deep Track will refund an amount equal to

the pro rata portion of the Management Fee, based on the actual number of days remaining in such fiscal quarter. Incentive Allocation As set forth in Item 6 below, the Flagship Fund General Partner and the Special Opportunities Fund General Partner are eligible to receive performance-based allocations from the Funds. The Flagship Fund General Partner is eligible to receive up to 20% of profits from the Master Fund, generally subject to a “loss carry forward”. The Special Opportunities Fund General Partner is eligible to receive a carried interest of 20% from the Onshore Special Opportunities Fund, subject to a waterfall calculation. The Confidential Private Placement Memorandum (as supplemented from time to time) (collectively, the “Offering Documents”) of each Fund include further details on fees and compensation and related matters. Other Fees and Expenses Deep Track and its affiliates may be entitled to receive (i) cash and non-cash transaction, consulting, management, investment banking, monitoring, closing and other similar fees in connection with the purchase, monitoring or disposition of investments in the Funds’ portfolio companies, including warrants, options, derivatives and other rights in respect of securities owned by the Funds, (ii) topping, break-up and other similar fees payable in connection with unconsummated transactions by the Funds and (iii) cash and non-cash directors’ fees, including warrants, options, derivatives and other rights in respect of securities owned by the Funds, in each case, paid by a portfolio company of the Funds. A percentage of these fees (net of out-of-pocket expenses incurred by Deep Track or its affiliates), but excluding amounts received from co-investors and amounts received by Consultants, will be applied to reduce the Management Fee pursuant to the relevant investment management agreements between the Funds and Deep Track. As set forth in such agreements, such fees, to the extent such fees are attributable to investors in the Funds that are subject to Management Fees, are typically subject to a 100% offset against the Management Fee. Moreover, Deep Track and its personnel can be expected to receive certain intangible or other benefits or perquisites arising or resulting from their activities on behalf of the Funds that will not reduce any compensation received by Deep Track from the Funds or otherwise be shared with the Funds, their investors or the Funds’ portfolio companies. For example, airline travel or hotel stays incurred as expenses of the Funds typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits or amounts will, whether or not de minimis or difficult to value, inure exclusively to Deep Track or such personnel (and not the Funds, their investors or the portfolio companies) even though the cost of the underlying service is borne by the Funds or the portfolio companies. Deep Track may engage and retain, from time to time, operating executives, operating partners, executive advisors, senior advisors, special advisors, consultants and other similar professionals who may or may not be affiliates or former employees of Deep Track (collectively, the “Consultants”) and who are expected, from time to time, to receive payments from, or performancebased compensation with respect to, portfolio companies (as well as from Deep Track or the Funds). Such amounts will not reduce the Management Fee or the Incentive Allocation or Carried Interest. Any costs or expenses of or otherwise relating to Consultants that are not otherwise paid by the

portfolio companies will generally be treated as expenses of the Funds and therefore borne by the Funds. Expenses Each Fund will bear its own costs and expenses, including, without limitation, the Management Fee (as described above) and all cost and expenses related to its operation, including, but not limited to, all (i) expenses related to the research, due diligence, structuring, financing, refinancing, consummation, holding, monitoring, operation or disposition of actual and prospective investments (whether or not consummated), including, but not limited to, brokerage and prime brokerage fees, commissions and expenses, due diligence costs, fees and expenses related to obtaining research and market data (including, without limitation, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data), investment banking fees, sourcing or finder’s fees (which may include a management fee component or a performance-based component), interest and fees on margin accounts, custodial fees, clearing and settlement charges, hedging costs, underwriting commissions, interest expenses and other investment-related expenses (including, but not limited to, meetings, food, travel and lodging expenses, which travel expenses, with respect to personnel of Deep Track, will be charged in accordance with Deep Track’s travel policy); (ii) breakup fees and broken deal expenses (including, if applicable, the portions applicable to the share of capital intended to be provided by a prospective co-investor) or any deposits, down payments, or fees and expenses that are forfeited in connection with, or amounts paid as a penalty for unconsummated transactions; (iii) expenses relating to reorganizations, restructurings and workouts; (iv) expenses and charges relating to short sales; clearing and settlement charges; depositary or custodial fees and expenses; (v) bank service fees; (vi) fees, costs and expenses incurred in connection with borrowing arrangements, credit facilities and any other indebtedness of any Fund and its subsidiaries or trading vehicles, including, without limitation, the costs of establishing the borrowing arrangements, interest expenses and other fees and expenses related to financings or refinancings; (vii) fees and expenses of proxy research and voting services; (viii) fees and expenses (including travel expenses) of third-party professionals, including, without limitation, consultants, appraisers, investment bankers, attorneys and accountants; (ix) expenses relating to the organization and conduct of meetings with investors (including travel, lodging and meal expenses), whether individually or as a group; (x) fees, costs and expenses of representatives of the applicable Fund in local jurisdictions necessary or advisable for regulatory, tax or other purposes; (xi) costs of organizing and maintaining any non-recourse financing alternative investment subsidiaries, financing subsidiaries and trading subsidiaries, intermediate vehicles or any other entity used to acquire, hold or dispose of any portfolio investment or otherwise facilitate the applicable Fund’s investment activities, including administrative, accounting and operating expenses (whether provided by a third-party or in-house), such as rent, allocable personnel costs and the costs, fees and expenses for developing, structuring, operating and winding up, of entities formed for investment-related purposes (including, without limitation, in non-U.S. jurisdictions), whether at cost or cost-plus rates; (xii) organizational and capital raising costs and expenses of the applicable Fund (including, without limitation, legal, accounting and filing costs and expenses, costs and expenses incurred in connection with the offering and sale of interests in such Fund (excluding placement agent fees) and any other organizational fees, costs and expenses related to the applicable Fund or its general partner entity) (subject to a cap on certain of such expenses described in the applicable Fund’s Offering Documents); (xiii) costs relating to swaps (and similar arrangements); (xiv) costs and expenses arising from any foreign exchange or other

currency transactions; (xv) fees and expenses relating to development, licensing, implementation, installation, servicing and maintenance of, and consulting with respect to, computer hardware, computer software, technology and information technology systems that serve Deep Track’s investment and accounting professionals in connection with the management of the applicable Fund’s investments, including, without limitation, costs and expenses relating to technology service providers and related hardware, software, subscription-based services or other technology used in connection with the applicable Fund’s investment and operational activities, including to (a) research investments, (b) evaluate and manage risk, (c) facilitate valuations, (d) facilitate accounting functions, (e) facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), (f) communications with investors (including, without limitation, technology licensing and maintenance of the website for the benefit of investors and any investor portal (including any database or other forum hosted on a website designated by Deep Track) or due diligence platform), including for meetings with Fund investors, whether individually or as a group, (g) facilitate and manage the order execution of securities or (h) otherwise manage the applicable Fund or any trading subsidiary, such as Bloomberg terminals, portfolio management and accounting systems, operation management systems, risk management systems, treasury management systems and order management systems and services related to any of the foregoing; (xvi) expenses related to the maintenance of the applicable Fund’s registered offices and corporate licensing; (xvii) reporting, printing, publishing and mailing costs; (xviii) fees and expenses incurred by the applicable Fund or any trading subsidiary in connection with the provision of any third-party services, including, without limitation, consultants, valuation service providers, administrators, attorneys and accountants, including, without limitation, out-of-pocket expenses; (xix) the costs of any litigation (whether actual, pending or threatened) or investigation involving activities of the applicable Fund or any trading subsidiary and any judgments, fines, remediations or settlements paid in connection therewith; (xx) fees, costs and expenses related to any governmental inquiry, investigation or proceeding involving or otherwise applicable to the applicable Fund, its general partner, Deep Track or any of their respective affiliates in connection with the activities of the applicable Fund or any portfolio investment; (xxi) auditing and tax compliance expenses; (xxii) accounting, audit and tax advice and preparation expenses (including, without limitation, preparation costs of financial statements, tax returns and reports to Fund investors); (xxiii) expenses, fees, and other amounts charged or specifically attributed or allocated by Deep Track or its affiliates to provide transaction-related tax and legal services to the applicable Fund, and expenses, charges or related costs incurred by the applicable Fund, Deep Track or its affiliates in connection with such services to the applicable Fund, provided, that any such expenses, charges or related costs will be based on terms that Deep Track determines to be within customary market norms for third parties providing substantially similar services; (xxiv) subject to limitations described in the applicable Fund’s governing documents, all entity-level taxes and governmental fees or other charges payable by or with respect to or levied against such Fund, its investments or to U.S. federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and expenses related to complying with the Foreign Account Tax Compliance Act, windup and liquidation expenses; (xxv) costs and expenses related to the preparation of Schedules K-1; (xxvi) insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance covering Deep Track, the applicable Fund’s general partner and the members, partners, officers, employees and agents of any of them and including a portion of the premiums for liability and other forms of insurance covering the applicable Fund’s general partner, Deep Track and its members, partners, directors, officers,

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Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks

Investment Strategy and Methods of Analysis Deep Track seeks to generate superior risk adjusted returns by investing in the life sciences industry. Deep Track aims to primarily utilize fundamentally driven due diligence strategies aimed at capitalizing on the dispersion in outcomes amongst biotechnology development companies which Deep Track believes is driven, in part, by high rates of scientific complexity, binary outcomes in clinical trials and regulatory decisions, as well as inefficiencies in capital allocation and varying degrees of quality in governance and management. There may be rare circumstances where Deep Track believes a portfolio company is undervalued and would benefit from an activist investment strategy. Deep Track will invest principally in publicly traded, and, to a lesser extent, in privately held, biotechnology, specialty pharmaceuticals, medical device, diagnostics and life sciences tools and services companies. Deep Track will deploy capital it invests primarily through open market transactions in equities on both the long and the short side while also participating in certain primary share offerings directly with companies, and may utilize leverage and make non-equity investments. Deep Track will employ fundamentally driven due diligence strategies to seek to identify investments in the life sciences industry that the Firm views as having significant alpha generating

potential. The focus of the process is to seek to identify investments with asymmetric risk/reward in which fundamental due diligence may allow for high conviction in the outcome. Material Risks An investment in the Funds involves a high degree of risk and potential conflicts of interest. Such investment is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Funds and for which the Funds do not represent a complete investment program. There can also be no assurance that any Fund will achieve its investment objective or avoid substantial losses or that the returns will be commensurate with the risks of investing in the type of companies and transactions in which the Funds invest. Please see below for some of the risks associated with the investment strategy that the Firm employs. This summary does not describe all of the risks associated with our strategy and although no summary can fully describe these risks, the Offering Documents do contain a more complete description of such risks. Overall Investment Risk. All securities investments involve a risk of loss of capital. The nature of the securities to be purchased and traded and the strategies to be employed in an effort to increase profits may increase this risk. Business and Financial Risks. The Funds’ investment portfolio may include securities within the portfolio companies’ entire capital structure issued by publicly and privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Investment in Junior Securities. The securities in which the Funds will invest may be among the most junior in a company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect the Funds’ investments once made. Uncertainty of Projected Returns. The Funds may make investments based on Deep Track’s estimates or projections of internal rates of return and current returns, which in turn are based on assumptions that are subject to significant uncertainty. In addition, events or conditions that have not been anticipated may occur and may have a significant effect on the actual rate of return received upon the Funds’ investments. The Funds may make investments that may have different degrees of associated risk and the actual realized returns on these investments may differ materially from the estimates or projections utilized by Deep Track in making investment decisions on behalf of the Funds. Risk of Investment Concentration. The Funds may participate in a limited number of investments and, as a consequence, the aggregate return of the Funds may be substantially adversely affected by the unfavorable performance of any single investment. The Funds’ investments may not be diversified by geographic region or asset type. Concentration of Investments in Health Care, Life Sciences and Related Industries. The Funds’ capital will be invested in companies in the health care, life sciences, including biotechnology, and related industries, which are subject to greater amounts of regulations than other industries generally. Concentration in a single industry or sector may involve risks greater than those generally associated with diversified acquisition funds, including significant fluctuations in returns. Instability, fluctuation, legislative or regulatory changes or developments or an overall decline within the health care and life sciences industries will likely not be balanced by investments in other

industries not so affected. In the event that the health care or life sciences industries or biotechnology sector as a whole declines or becomes subject to any significant changes, including any legislative or regulatory changes or developments, returns to investors may decrease. Investment in the Health Care and Life Sciences Industries. Competitive pressures within the health care and life sciences industries are intense and the securities of health care and life sciences companies may be subject to significant price volatility. Health care markets are challenged by rapid development of technologies, particularly in sectors relating to biotechnology and life sciences, new competing products and services and improvements in existing products and services. Because certain sectors of the health care and life sciences industries are subject to rapid and significant changes in technology, the investments that the Funds will invest in will face competition from technologies being developed or to be developed in the future by other entities, which may make such companies’ products and services obsolete. In addition, health care and life sciences companies in the United States, Europe and other developed and emerging countries are and may become subject to governmental regulation. Health care and life sciences companies are often characterized by limited product breadth, and obtaining governmental approval for new products from governmental agencies can be lengthy, expensive and uncertain as to outcome. For example, for a biotechnology company, there can be no guarantee that a particular product candidate will obtain regulatory approval or even progress to the next stage of clinical trials, due to potential or actual disappointing results from preclinical testing, safety concerns, or insufficient clinical trial data to support the safety or efficacy of the product candidate. In addition, there are risks associated with interim data, including the risk that final results of studies for which interim data have been provided or from additional clinical trials may be different from (including less favorable than) the interim data results and may not support further clinical development of the applicable product candidate or indication. There can be no assurance that such a company will meet anticipated clinical trial commencement and completion dates, regulatory submission and approval dates, or as to whether or when regulatory approval would be received, which will depend on the assessment by regulatory authorities of the benefitrisk profile suggested by the totality of the efficacy and safety information submitted. Decisions by regulatory authorities regarding labeling, patient populations, black box warnings, and other matters could adversely affect the availability or commercial potential of products. There is no assurance that such a company will be able to address the comments in complete response letters received with respect to certain drug applications to the satisfaction of the applicable regulatory agencies. . In addition, the current regulatory framework for approval may change or additional regulations may arise at any stage during the product development phase of an investment, which may delay or prevent regulatory approval or impact applicable exclusivity periods. If a company is unable to obtain regulatory approval for a product candidate, or a product candidate does not obtain regulatory approval, in a timely fashion or at all, the value of its investment would be adversely impacted. Moreover, a clinical trial (including enrollment therein) or regulatory approval process for pharmaceuticals has and may in the future be delayed, otherwise hindered, or abandoned as a result of epidemics, which could have a negative impact on the ability of the investment to engage in trials or receive approvals, and thereby could adversely affect the performance of such investment. In the event such clinical trials do not comply with the complicated regulatory requirements applicable thereto, such companies may be subject to regulatory actions. In some cases, products of health care and life sciences companies or the customers or counterparties of such companies, are approved by regulatory authorities on a conditional basis with

full approval conditioned upon fulfilling certain requirements of regulators. Regulatory authorities are placing greater focus on monitoring products originally approved on a conditional basis and on whether the sponsors of such products have met the conditions of the conditional approval. If a portfolio company or one of its significant customers or counterparties is unable to fulfill the conditions of its products’ conditional approval, it may not receive full approval for these products and may be required to change the products’ labeled indications or withdraw the products from the market, which could have an adverse effect on the value of an Investment. In some cases, new regulations can substantially change the marketing conditions for certain health care products, such as pharmaceuticals. Accordingly, investments made in reliance on an existing market structure could prove to be not cost effective or worthless, and existing market positions could be endangered. Portfolio companies may require substantial development efforts and may encounter unforeseen technological, policy, regulatory or scientific problems, which may force abandonment or substantial change in the development of a specific product or process, or technological change or product developments by others, any of which may have a material adverse effect on the portfolio company. There is also the risk that a portfolio company may be unable to manufacture sufficient quantities of the product candidate for development or commercialization in a timely or costeffective manner (and meeting appropriate quality standards). These factors may result in abrupt advances and declines in the valuation of particular companies, including portfolio companies, and, in some cases, may have a broad effect on the valuations of companies in particular sectors of the health care industry. There is no assurance that products or services sold by the Funds’ portfolio companies will not be rendered obsolete or adversely affected by competing products and services or that the portfolio companies will not be adversely affected by other challenges. Further, the value of a Fund’s investments may be susceptible to factors affecting the health care industry and to greater risk and market fluctuation than an investment in an investment fund that invests in a broader range of securities, including, in addition to factors set forth above, the possibility of lawsuits related to patents and intellectual property and rapidly changing investor sentiments and preferences with regard to health care industry investments (which are generally perceived as risky). Regulatory Constraints in the Health Care Industry. The health care industry is and may become subject to regulatory controls by international, national and, in some instances, local governmental authorities. The nature and scope of health care regulation generally are subject to political forces and market considerations, the effects of which cannot always be predicted. Health care regulations, such as the Patient Protection and Affordable Care Act of 2010 or the Healthcare and Education Reconciliation Act of 2010, often are aimed at advancing a variety of social policies, such as the general protection of consumers and the provision of universal access to products and services, may engender significant changes in the health care industry, often address a complexity of technical issues, and the impact on the Funds or their investments of health care regulations or guidelines may be hard to predict. Recent and future changes in leadership at the U.S. Department of Health and Human Services, U.S. Food and Drug Administration, the European Medicines Agency or other regulatory agencies with control over the authorization of new medicines (whether in specific countries or in regional or worldwide markets) could cause unexpected delays in approval processes

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Item 7: Types of clients

Deep Track provides advisory services to private investment funds. The private investment funds operate as pooled investment vehicles in a “master-feeder” fund structure for the Flagship Fund, where all investable assets are invested through the Master Fund, an exempted company incorporated under the laws of the Cayman Islands. In the Special Opportunities Fund investible assets are invested through the Onshore Special Opportunities Fund. Investment advice is provided directly to the Funds and not individually to investors in the Funds. Generally, the Funds require a minimum initial subscription from investors (although Deep Track or the applicable Fund’s directors have discretion to reduce such minimums in certain circumstances) and investors must meet certain suitability requirements.

Item 6: Performance-based fees and side-by-side management Conflicts of interest

The Flagship Fund General Partner is entitled to receive a performance-based allocation (the “Incentive Allocation”) from the Master Fund. The Special Opportunities Fund General Partner is entitled to a carried interest (the “Carried Interest”) from the Special Opportunities Fund. The Incentive Allocation will generally be made at the end of each fiscal year of the Master Fund and will be based on the net capital appreciation in the Master Fund’s assets (other than assets that remain in special investment accounts) and will be subject to a “loss carry forward”. The Carried Interest from the Special Opportunities Fund will be subject to a waterfall calculation as further described in the Offering Documents. The Incentive Allocation and Carried Interest create greater incentives for Deep Track to make more speculative investments on behalf of a Fund or time the purchase or sale of investments in a manner motivated by the personal interest than if such performance-based compensation did not exist. The Incentive Allocation and Carried Interest may be waived, reduced or calculated differently with respect to any underlying Fund investor, including, without limitation, any employee or personnel of Deep Track and their family members and estate planning vehicles.

Item 10: Other financial industry activities and affiliations Conflicts of interest

The Flagship Fund General Partner, an affiliate of Deep Track, serves as the general partner to the Onshore Feeder Fund and is entitled to receive the Incentive Allocation from the Master Fund as described in Item 6. The Special Opportunities Fund General Partner, an affiliate of Deep Track, serves as the general partner to the Onshore Special Opportunities Fund and the Offshore Special Opportunities Fund and is entitled to receive the Carried Interest from the Onshore Special Opportunities Fund as described in Item 6.

Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest

Code of Ethics Deep Track has adopted a written Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Advisers Act that is applicable to all Firm employees and is predicated on the principal that Deep Track owes a fiduciary duty to its clients. Among other things, the Code requires Deep Track and its employees to act in the best interest of its clients, abide by all applicable provisions of all applicable securities laws and regulations, and avoid even the appearance of insider trading. Deep Track’s Code also contains, among other things, 1) restrictions on transacting in securities of public healthcare companies, 2) restrictions on shorting securities, 3) requirements for pre-clearance of certain personal securities transactions with a 60 day holding period, 4) requirements for reporting of personal securities transactions on at least a quarterly basis, and 5) requirements for providing the Firm with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such employees have a direct or indirect beneficial interest. Deep Track’s restrictions on personal securities trading apply to employees, as well as employees’ immediate family members living in the same household. A copy of Deep Track’s Code will be provided upon request. Investors may obtain a copy of Deep Track’s Code by contacting the Firm at (203) 409-0810.

Side Letters The Funds or Deep Track have entered into separate agreements, commonly referred to as “side letters”, with certain underlying investors of the Funds, to waive certain terms, or allow such investors to invest on different terms than those specifically described in the Offering Documents. Under certain circumstances, these agreements can create preferences or priorities for such investors with respect to other investors. Information Requests Certain investors may request in a side letter or otherwise periodically request from Deep Track, information regarding the Fund and investments that is not otherwise set forth in (or has yet to be set forth in) the reporting and other information required to be delivered to all investors. In such circumstances, Deep Track may provide such information to such investor, but the fact that Deep Track has provided such information upon request by one or more investors does not necessarily obligate Deep Track to affirmatively provide such information to all investors (although Deep Track will generally provide the same information upon request and treat investors equally in that regard). As a result, certain investors may have more information about a Fund than other investors, and Deep Track will have no duty to ensure all investors seek, obtain or process the same information regarding the applicable Fund and its investments and/or portfolio companies. Furthermore, in response to questions and requests and in connection with due diligence meetings, side letter compliance and other communications, Deep Track may provide additional information to certain investors and prospective investors that is not distributed to other investors and prospective investors. Such information may affect a prospective investor’s decision to invest in a Fund or take actions or make decisions as an investor. Potential Conflicts of Interest There may be occasions when Deep Track or its affiliates will encounter potential conflicts of interest in connection with the Funds’ activities including, without limitation, the diverse interests of the Funds’ investor group, the activities of Deep Track and key personnel, the allocation of investment opportunities and conflicting fiduciary duties. There may be investment or divestment opportunities that the Funds cannot take advantage of because of such conflicts. Investors should be aware that conflicts will not necessarily be resolved in favor of the Funds’ interests. The following is a summary of only certain considerations and is qualified in its entirety by the information set forth in the Offering Documents. Other Activities of Deep Track and its Affiliates Conflicts of interest may arise from the fact that Deep Track and its affiliates may in the future provide investment management services to clients other than the Funds, including, without limitation, investment funds (such as co-investments, private equity, venture or hedge funds), managed accounts, proprietary accounts and other investment vehicles. These other accounts or clients could potentially have investment objectives, programs, strategies and positions that are similar to or may conflict with those of the Funds, or may compete with or have interests adverse

to the Funds. Conflicts of interest arise when Deep Track or its affiliates make decisions on behalf of the Funds with respect to matters where the interests of Deep Track or other accounts or clients differs from the interests of the Funds. Lack of Exclusivity Deep Track, its affiliates and personnel will devote as much of their time to the activities of the Funds as they deem necessary and appropriate. Deep Track, its affiliates and personnel will not be restricted from entering into other investment advisory relationships or from engaging in other business activities, even if such activities may be in competition with the Funds or may involve substantial time and resources of Deep Track, its affiliates or personnel. Investments by Deep Track Personnel in the Funds and Other Clients Personnel of Deep Track may choose to personally invest, directly or indirectly, in the Funds. Such investors may be in possession of information relating to the Funds that is not available to other investors. Such investment could incentivize Deep Track to increase or decrease the risk profile of the Funds. Investments in Securities by Deep Track Personnel Deep Track personnel may trade in securities and other instruments for their own accounts, subject to restrictions and reporting requirements as may be required by law or otherwise determined from time to time by Deep Track including the Code of Ethics (described above). Deep Track, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for the Funds. Allocations of Trades and Investment Opportunities It is the policy of Deep Track to allocate investment opportunities to its clients on a fair and equitable basis, to the extent practical and in accordance with the clients’ applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account factors such as the risk-return profile of the proposed investment; portfolio balance; existing positions in a particular security or issuer; the size of a client; diversification requirements; the liquidity requirements of a client and capital available; lender covenants; sourcing of the transaction; the nature of the investment focus, restrictions and guideline limitations of a client; tax, legal, regulatory or contractual restrictions or implications; and other considerations deemed relevant by Deep Track in good faith. The application of those guidelines may result in one or more of the Funds not participating (or not participating to the same extent) in certain investment opportunities in which such Fund(s) would have otherwise participated had the related allocations been determined without regard to such guidelines or based only on the circumstances of those particular investments. Indemnification and Absence of Recourse The Funds will be required to indemnify Deep Track, its affiliates and personnel and related persons for liabilities incurred in connection with the affairs of the Funds and otherwise as described in the Offering Documents. Such liabilities may be material and have an adverse effect on the returns to

underlying Fund investors. The indemnification obligation of the Funds would be payable from the assets of the Funds. Furthermore, as a result of the provisions contained in the governing agreements of the Funds, underlying Fund investors may have a more limited right of action in certain cases than they would in the absence of such limitations. In respect of the Special Opportunities Funds, if the assets of the Funds are insufficient, Deep Track may recall distributions previously made to investors (subject to certain limitations as set forth in the applicable Fund governing documents). Different Compensation Arrangements Deep Track could be subject to a conflict of interest because varying compensation arrangements among the Funds and other clients could incentivize Deep Track to manage the Funds and such other clients differently. Management Fee Management Fee for the Special Opportunities Fund will be calculated on a basis that is not directly tied to the net asset value of the Fund. Rather, the Management Fee will be calculated based on a percentage of an investor’s invested cost (i.e., the investor’s actual or deemed capital contributions as well as the investor’s share of indebtedness incurred by the applicable Fund to make the applicable investment in advance of the receipt of capital contributions) in respect of a portfolio company investment that have not been disposed of as of the applicable calculation date, and not as a percentage of the net asset value of the portfolio company investment. In addition, the Special Opportunities Fund General Partner has discretion whether an investment is considered disposed of as a result of a refinancing, recapitalization or restructuring. Such discretion will involve subjective judgments on the part of the Special Opportunities Fund General Partner and involves conflicts of interest. The Management Fee will not be reduced (in whole or in part) in the case of any recapitalization, refinancing or other similar transaction in respect of a portfolio company investment (unless determined otherwise by the Special Opportunities Fund General Partner or in connection with certain distributions such as dividends (even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been substantially reduced as a result of such reorganization, restructuring, extraordinary dividend or similar transaction). Incentive Allocation The Incentive Allocation and Carried Interest may give rise to potential conflicts of interest, including, but not limited to, the following: (i) the manner in which the Flagship Fund General Partner and Special Opportunities Fund General Partner entitlement to the Incentive Allocation and Carried Interest, respectively, is determined may result in a conflict between Deep Track’s interests and the interests of Fund’s investors with respect to the sequence and timing of disposals of investments, including as a result of the tax treatment of the Incentive Allocation or the Carried Interest; (ii) the Incentive Allocation and Carried Interest may create an incentive for Deep Track to provide biased valuations, especially with respect to illiquid securities or other instruments, to make investments that are riskier or more speculative than would be the case if a performance-based compensation arrangement were not in effect or to time investments, and the realization of investments, so as to maximize the Incentive Allocation or Carried Interest, rather than the return of the Funds.

Read the rest in the brochure

Item 12: Brokerage practices Conflicts of interest

Deep Track has discretion in deciding which securities and other instruments are bought and sold on behalf of the Fund, the amount and price of those securities and other instruments, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Transactions will be allocated to brokers and dealers on the basis of various factors and not necessarily lowest pricing. Subject to best execution, in selecting brokers and dealers (including prime brokers), Deep Track may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Deep Track nor the Fund separately compensates any broker or dealer for any of these other services. Soft Dollars. From time to time, the Firm may pay a broker-dealer commissions (or markups or markdowns) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Deep Track will effect such transactions, and receive such

brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. When the Firm uses brokerage commissions (or markups or markdowns) generated by the Fund to obtain research or other products or services, the Firm receives a benefit because it does not have to produce or pay for such products or services. Deep Track may have an incentive to select or recommend a broker-dealer based on the Firm’s interest in receiving research or other products or services, rather than on the Fund’s interest in receiving most favorable execution. Trade Errors. There is a risk that trading errors will occur, which may include, among other things, the purchase or sale of an incorrect security, the purchase or sale of the incorrect amount of a security and the failure to purchase or sell an intended security. The Funds will be responsible for any losses resulting from such trading errors; provided that the Firm will be responsible for losses resulting from actions by the Firm or its employees that did not meet the applicable standard of care for managing the assets of the Funds. Furthermore, in the event that the Fund experiences a gain due to a trade error, the Fund will retain such gain. Capital Introduction. From time to time, Deep Track may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to the Funds. Neither the Firm nor the Funds separately compensate any broker-dealer for the provision of capital introduction services or for any investments. The Firm has an incentive to use a broker-dealer based in part on its interest in receiving capital introduction or investor referrals for the Funds rather than on the Funds’ interest in receiving the most favorable execution. However, although Deep Track may place transactions with firms who have made such recommendations or provided capital introduction opportunities, it will only do so if it determines that it is otherwise consistent with seeking best execution. Order Aggregation and Average Pricing. If Deep Track determines that the purchase or sale of a security or other instrument is appropriate with regard to the Funds and any other client, Deep Track may, but is not obligated to, purchase or sell such a security or other instrument on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. As a result, certain trades in the same security or other instrument for one client may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Item 14: Client referrals and other compensation Conflicts of interest

Deep Track does not receive any economic benefit from any party who is not a client. Other than possibly directing brokerage for investor referrals, as stated in Item 12, Deep Track does not compensate anyone for client or investor referrals.

Item 9: Disciplinary information

We have no information applicable to this Item.

Item 13: Review of accounts

The Funds’ portfolio is monitored on an ongoing basis by Deep Track’s Chief Investment Officer and the Investment team members. The Investment team reviews the Funds’ portfolio to monitor individual securities within the portfolio and the portfolio weighting of individual positions. Within 90 days after the last day of each fiscal year of the applicable Fund or as soon as reasonably practicable thereafter, Deep Track will prepare and make available to each underlying Fund investor the audited financial statements of the applicable Fund. Deep Track will also make available to each underlying Fund investor monthly account statements.

Item 15: Custody

Due to Deep Track’s access to client funds as investment manager and affiliate of the Flagship Fund General Partner and Special Opportunities Fund General Partner, and its authority to deduct fees and other expenses from clients’ accounts, Deep Track is deemed to have custody of clients’ funds and securities under Rule 206(4)-2 under the Advisers Act. All client assets are held in custody by unaffiliated qualified custodians (e.g., broker-dealers or banks). As necessary, Deep Track maintains client assets under the “privately offered securities” exemption from Rule 206(4)-2 under the Investment Advisers Act. Deep Track is deemed to have complied with certain requirements of Rule 206(4)-2 with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception.” As such, investors in the Funds will not receive statements from the custodians; however, each Fund is subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are prepared in accordance with United States generally accepted accounting principles and are distributed to each underlying Fund investor within ninety (90) days of the applicable Fund’s fiscal year end.

Item 16: Investment discretion

Deep Track has full investment discretion in managing the Fund, including over the amount and price of securities bought and sold, the preferred broker-dealer, and the commission rate.

Item 17: Voting client securities

In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Advisers Act, Deep Track has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that Deep Track receives will be treated in accordance with these policies and procedures. When voting client securities, Deep Track will seek to exercise voting rights in the best interest of its clients, taking into account the relevant factors and circumstances at the time of the vote. Deep Track has not identified any material conflicts of interest in connection with past proxy votes. If a material conflict of interest arises, Deep Track will determine what is in the best interests of the relevant Deep Track client and will seek to take appropriate steps to eliminate such conflict, in accordance with Deep Track’s proxy policies and procedures. A copy of Deep Track’s proxy voting policies and procedures, as well as specific information about how Deep Track has voted client securities in the past, is available to clients upon written request.

Item 18: Financial information

Deep Track has never filed for bankruptcy and is not aware of any financial condition that is expected to impair its ability to meet its contractual commitments to clients.

Timeline

  1. Sep 29, 2020Founded Deep Track Capital, LP is founded2

Filings

25 filings to the SEC since October 2021: 25 other. The latest 20:

  1. Aug 25, 2026N-PX EDGAR
  2. Aug 14, 202613F-HR EDGAR
  3. May 15, 202613F-HR EDGAR
  4. Feb 13, 202613F-HR EDGAR
  5. Nov 14, 202513F-HR EDGAR
  6. Aug 14, 2025N-PX EDGAR
  7. Aug 14, 202513F-HR EDGAR
  8. May 15, 202513F-HR EDGAR
  9. May 12, 2025CORRESP EDGAR
  10. Apr 17, 2025CORRESP EDGAR
  11. Feb 14, 202513F-HR EDGAR
  12. Nov 14, 202413F-HR EDGAR
  13. Aug 15, 2024N-PX EDGAR
  14. Aug 14, 202413F-HR EDGAR
  15. May 15, 202413F-HR EDGAR
  16. Feb 14, 202413F-HR EDGAR
  17. Nov 14, 202313F-HR EDGAR
  18. Sep 6, 202313F-HR/A EDGAR
  19. Aug 14, 202313F-HR EDGAR
  20. May 15, 202313F-HR EDGAR

The 25 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Stakes it holds

Deep Track Capital, LP has told the SEC it owns more than 5% of 112 companies, latest first (Schedules 13D and 13G).

All 112 companies

Sources

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