08/13/2025 | Press release | Distributed by Public on 08/13/2025 14:00
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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 F Preferred Stock | (1) | 08/11/2025 | C | 35,081,564 | (1) | (1) | Common Stock | 12,014,234 | $ 0 | 0 | I | See footnotes(3)(4) | |||
| Subordinated Convertible Promissory Note | $15.2 | 08/11/2025 | C | $6,595,648.51 | (2) | 01/24/2029 | Common Stock | 433,924 | $ 0 | 0 | I | See footnotes(3)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bain Capital Life Sciences Investors, LLC 200 CLARENDON STREET BOSTON, MA 02116 |
X | |||
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Bain Capital Life Sciences III General Partner, LLC 200 CLARENDON STREET BOSTON, MA 02116 |
X | |||
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Bain Capital Life Sciences Fund III, L.P. 200 CLARENDON STREET BOSTON, MA 02116 |
X | |||
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BCLS Fund III Investments GP, LLC 200 CLARENDON STREET BOSTON, MA 02116 |
X | |||
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BCLS Fund III Investments, LP 200 CLARENDON STREET BOSTON, MA 02116 |
X | |||
| See signatures included in Exhibit 99.1 | 08/13/2025 | |
| **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 the Issuer's Series F Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 0.342466:1 basis immediately prior to the closing of the Issuer's initial public offering. These securities had no expiration date. |
| (2) | The outstanding principal amount of the Subordinated Convertible Promissory note automatically converted into shares of the Issuer's Common Stock upon consummation of the Issuer's initial public offering at a conversion price of 80% of the price per share in the Issuer's initial public offering. |
| (3) | Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments"). |
| (4) | Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |