08/11/2026 | Press release | Distributed by Public on 08/11/2026 04:08
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series Seed Convertible Preferred Stock | (1) | 08/10/2026 | C | 938,979 | (1) | (1) | Common Stock | 938,979 | (1) | 0 | I | See footnote(2) | |||
| Series A Convertible Preferred Stock | (1) | 08/10/2026 | C | 3,547,842 | (1) | (1) | Common Stock | 3,547,842 | (1) | 0 | I | See footnote(2) | |||
| Series A-2 Convertible Preferred Stock | (1) | 08/10/2026 | C | 1,027,635 | (1) | (1) | Common Stock | 1,027,635 | (1) | 0 | I | See footnote(2) | |||
| Series A-2 Convertible Preferred Stock | (1) | 08/10/2026 | C | 3,464,072 | (1) | (1) | Common Stock | 3,464,072 | (1) | 0 | I | See footnote(3) | |||
| Series B Convertible Preferred Stock | (1) | 08/10/2026 | C | 1,484,401 | (1) | (1) | Common Stock | 1,484,401 | (1) | 0 | I | See footnote(3) | |||
| Series A-2 Convertible Preferred Stock | (1) | 08/10/2026 | C | 2,066,857 | (1) | (1) | Common Stock | 2,066,857 | (1) | 0 | I | See footnote(5) | |||
| Convertible Promissory Note | (4) | 08/10/2026 | C | 165,519 | (4) | (4) | Common Stock | 165,519 | (4) | 0 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Westlake BioPartners Fund I, L.P. C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 WESTLAKE VILLAGE, CA 91361 |
X | |||
|
Westlake BioPartners GP I, LLC C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 WESTLAKE VILLAGE, CA 91361 |
X | |||
|
Westlake BioPartners Fund II, L.P. C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 WESTLAKE VILLAGE, CA 91361 |
X | |||
|
Westlake BioPartners GP II, LLC C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 WESTLAKE VILLAGE, CA 91361 |
X | |||
|
Westlake BioPartners Opportunity Fund I, L.P. C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 WESTLAKE VILLAGE, CA 91361 |
X | |||
|
Westlake BioPartners Opportunity GP I, LLC C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 WESTLAKE VILLAGE, CA 91361 |
X | |||
| By: /s/ Jennifer L. Kercher, as Attorney-in-Fact | 08/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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 Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") converted automatically into 1 share 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 had no expiration date. |
| (2) | Shares held directly by Westlake BioPartners Fund I, L.P. ("Fund I"). The general partner of Fund I is Westlake BioPartners GP I, LLC ("GP I"). GP I may be deemed to share voting and dispositive power with regard to the shares held directly by Fund I. Beth Seidenberg ("Seidenberg") is the sole managing director of GP I and has voting and dispositive power over the shares held by Fund I. Seidenberg disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| (3) | Shares held directly by Westlake BioPartners Fund II, L.P. ("Fund II"). The general partner of Fund II is Westlake BioPartners GP II, LLC ("GP II"). GP II may be deemed to share voting and dispositive power with regard to the shares held directly by Fund II. Seidenberg is the sole managing director of GP II and has voting and dispositive power over the shares held by Fund II. Seidenberg disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| (4) | Reflects a convertible note that was convertible into shares of Common Stock of the Issuer. The convertible note had a maturity date of June 17, 2027. The principal amount of the convertible note together with any accrued but unpaid interest automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a conversion price equal to the initial public offering price of the Issuer's common stock. |
| (5) | Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Opportunity Fund"). The general partner of Opportunity Fund is Westlake BioPartners Opportunity GP I, LLC ("Opportunity GP"). Opportunity GP may be deemed to share voting and dispositive power with regard to the shares held directly by Opportunity Fund. Seidenberg is the sole managing director of Opportunity GP and has voting and dispositive power over the shares held by Opportunity Fund. Seidenberg disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |