02/10/2026 | Press release | Distributed by Public on 02/10/2026 17:09
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (1) | 02/09/2026 | C | 9,689,922 | (1) | (1) | Common Stock | 1,690,230 | (1) | 0 | I | See Footnote(2) | |||
| Series C-1 Preferred Stock | (1) | 02/09/2026 | C | 3,142,015 | (1) | (1) | Common Stock | 548,067 | (1) | 0 | I | See Footnote(2) | |||
| Series C-2 Preferred Stock | (1) | 02/09/2026 | C | 3,142,015 | (1) | (1) | Common Stock | 548,067 | (1) | 0 | I | See Footnote(2) | |||
| Series D Preferred Stock | (1) | 02/09/2026 | C | 2,059,573 | (1) | (1) | Common Stock | 359,255 | (1) | 0 | I | See Footnote(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Vensana Capital I GP, LLC 3601 W. 76TH STREET, SUITE 20 EDINA, MN 55435 |
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Vensana Capital I, L.P. 3601 W. 76TH STREET, SUITE 20 EDINA, MN 55435 |
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Nielsen Kirk G. 3601 W. 76TH STREET, SUITE 20 EDINA, MN 55435 |
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Klein Peter Justin 3601 W. 76TH STREET, SUITE 20 EDINA, MN 55435 |
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| /s/ Steven Schwen, Chief Financial Officer of Vensana Capital I GP, LLC | 02/10/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven Schwen, Chief Financial Officer of Vensana Capital I GP, LLC, the general partner of Vensana Capital I, L.P. | 02/10/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven Schwen, as attorney-in-fact for Kirk Nielsen | 02/10/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven Schwen, as attorney-in-fact for Peter Justin Klein | 02/10/2026 | |
| **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 of the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, and Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-5.7329 basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (2) | These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Kirk Nielsen, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") are the managing directors of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to have voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |