09/24/2026 | Press release | Archived content
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 8,908,775 | (1) | D(2) | |
| Series B Preferred Stock | (1) | (1) | Common Stock | 1,667,469 | (1) | D(2) | |
| Series B-1 Preferred Stock | (1) | (1) | Common Stock | 513,067 | (1) | D(2) | |
| Series C Preferred Stock | (1) | (1) | Common Stock | 153,868 | (1) | D(2) | |
| Series C Preferred Stock | (1) | (1) | Common Stock | 307,738 | (1) | I | By LAV Fund VI, L.P.(3) |
| Series C Preferred Stock | (1) | (1) | Common Stock | 307,738 | (1) | I | By LAV Fund VI Opportunities, L.P.(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LAV Biosciences Fund V, L.P. ROOM 607, ST. GEORGE'S BUILDING 2 ICE HOUSE STREET CENTRAL |
X | |||
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LAV Fund VI Opportunities, L.P. ROOM 607, ST. GEORGE'S BUILDING 2 ICE HOUSE STREET CENTRAL |
X | |||
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LAV Fund VI, L.P. ROOM 607, ST. GEORGE'S BUILDING 2 ICE HOUSE STREET CENTRAL |
X | |||
| /s/ Yu Luo, as Authorized Signatory of LAV Biosciences Fund V, L.P. | 09/24/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Yu Luo, as Authorized Signatory of LAV Fund VI, L.P. | 09/24/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Yu Luo, as Authorized Signatory of LAV Fund VI Opportunities, L.P. | 09/24/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") will automatically convert on a 1-for-1.1717 reverse stock split basis into shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date. |
| (2) | LAV GP V, L.P. is the general partner of LAV Biosciences Fund V, L.P. ("LAV Biosciences"). LAV Corporate V GP, Ltd. is the general partner of LAV GP V, L.P. Dr. Yi Shi is the managing partner of LAV Corporate V GP, Ltd. By virtue of these relationships, LAV GP V, L.P., LAV Corporate V GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Biosciences. |
| (3) | Shares are held by LAV Fund VI, L.P. ("LAV Fund VI"). LAV GP VI, L.P. ("LAV GP VI") is the general partner of LAV Fund VI and LAV Corporate VI GP, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI., L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP, Ltd. By virtue of these relationships, LAV GP VI, L.P., LAV Corporate VI GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI, L.P. |
| (4) | Shares are held by LAV Fund VI Opportunities, L.P. ("LAV Fund VI Opportunities"). LAV GP VI Opportunities, L.P. ("LAV GP VI Opportunities") is the general partner of LAV Fund VI Opportunities, L.P. and LAV Corporate VI GP Opportunities, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI Opportunities, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP Opportunities, Ltd. By virtue of these relationships, LAV GP VI Opportunities, L.P., LAV Corporate VI GP Opportunities, Ltd., and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI Opportunities., L.P. |