10/14/2026 | Press release | Distributed by Public on 10/14/2026 16:30
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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 | ||||
| Employee Stock Option (right to buy) | (2) | 08/07/2034 | Common Stock | 58,204 | $6.47 | D | |
| Employee Stock Option (right to buy) | (3) | 08/07/2034 | Common Stock | 137,697 | $6.47 | D | |
| Employee Stock Option (right to buy) | (4) | 03/03/2036 | Common Stock | 136,026 | $8.73 | D | |
| Performance Share Units | (5) | (6) | Common Stock | 317,394 | (7) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Miller Thomas F. C/O IAMBIC THERAPEUTICS, INC. 5627 OBERLIN DRIVE, SUITE 120 SAN DIEGO, CA 92121 |
X | Chief Executive Officer | ||
| /s/ Sunny Chang, by power of attorney | 10/14/2026 | |
| **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) | Of the reported shares, 4,071 were issued pursuant to an early exercise provision and which vest in full on March 1, 2027. |
| (2) | An option to purchase 137,696 shares was granted on May 16, 2023 and was exercised in part prior to the date on which the reporting person became subject to Section 16. The shares subject to the option vest in 48 equal monthly installments beginning on July 1, 2023. |
| (3) | The option is subject to certain performance metrics. Prior to the date on which the reporting person became subject to Section 16, 50% of the shares subject to the option vested. The remaining 50% vest upon the Issuer's submission to the FDA of an IND application relating to cyclin-dependent kinase, as determined by the administrator of the Issuer's 2020 Equity Incentive Plan in accordance with the terms of the award. |
| (4) | The shares subject to the option vest in 48 equal monthly installments beginning on March 23, 2026. |
| (5) | The performance-based restricted stock units, or PSUs, vest upon the satisfaction of certain milestones and a liquidity event. The milestone requirement will be satisfied upon the earlier of (i) (a) the first dosing of a subject in a human clinical trial for the Issuer's product targeting HER2 ("HER2 Product"), together with prior data and information concerning such product, would be sufficient to support the filing of a Marketing Authorization Application in the U.S. or (b) a foreign clinical trial that is equivalent to clause (a), including any clinical trial indicated to be a Phase 3 trial, (ii) entering into a partnering transaction in which the Issuer grants to a non-affiliate third party exclusive rights to commercialize (or any co-commercialization rights in) a HER2 Product in the U.S. and/or European Union, or (iii) a change in control. The liquidity event was satisfied on October 14, 2026, the effective date of the Issuer's initial public offering of common stock. |
| (6) | The event deadline is March 3, 2033. |
| (7) | Each PSU represents a contingent right to receive one share of Issuer common stock. |
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Remarks: Exhibit 24.1 - Power of Attorney |
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