Form SCHEDULE 13D/A ORASURE TECHNOLOGIES Filed by: Altai Capital Management, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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OraSure Technologies, Inc. (Name of Issuer) |
Common Stock, par value $0.000001 per share (Title of Class of Securities) |
(CUSIP Number) |
Rishi Bajaj Altai Capital Management, L.P., PO Box 15203 Irvine, CA, 92623-9998 949-326-9612 Ele Klein McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2026 (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
Altai Capital Management, L.P. | ||||||||
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,613,836.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Altai Capital Management, LLC | ||||||||
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,613,836.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Rishi Bajaj | ||||||||
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,613,836.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.000001 per share | |
| (b) | Name of Issuer:
OraSure Technologies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
220 East First Street, Bethlehem,
PENNSYLVANIA
, 18015. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed with the SEC on September 9, 2025 (as amended from time to time, the "Schedule 13D") with respect to the shares of Common Stock of the Issuer held for the account of Osprey and the Separately Managed Accounts. This Amendment No. 4 amends Items 4, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On April 16, 2026, Investment Manager and IMGP entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"), pursuant to which the Issuer agreed, among other things, to take all necessary actions to appoint John Bertrand to the Board for a term expiring at the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"), and to nominate and recommend in favor of Mr. Bertrand's election to the Board at the 2026 Annual Meeting. The Cooperation Agreement also includes a commitment by the Board to seek stockholder approval at the 2026 Annual Meeting of an amendment to the Issuer's charter to declassify the Board.
Pursuant to the Cooperation Agreement, the Reporting Persons will have the opportunity once per quarter to (i) meet with the Issuer's management to discuss financial and strategic matters and (ii) meet with the full Board, or a majority of the Board with the Chief Executive Officer and Chief Financial Officer participating, to share its perspectives.
Concurrently with the execution of the Cooperation Agreement, Osprey irrevocably withdrew its notice of intention to nominate Mr. Bajaj and Mr. Bertrand for election to the Board and to present the Declassification Proposal, in each case, at the 2026 Annual Meeting.
The Cooperation Agreement also includes customary voting commitments and standstill provisions, subject to certain exceptions, including certain restrictions on the Reporting Persons' ability to acquire additional shares of the Common Stock to the extent such acquisition would cause the Reporting Persons to own more than 9.9% of the then-outstanding shares of Common Stock.
The Cooperation Agreement will terminate upon the earlier of (i) thirty (30) days prior to the nomination deadline under the Issuer's Bylaws for the nomination of director candidates for election to the Board at the 2027 Annual Meeting of Stockholders and (ii) March 31, 2027, and it may be terminated earlier pursuant to certain terms of the agreement.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is included as Exhibit 99.4 to this filing by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 17, 2026, and is incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows:
Exhibit 99.4: Cooperation Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 17, 2026). | ||
| 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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