05/11/2026 | Press release | Distributed by Public on 05/11/2026 19:12
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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 A Convertible Preferred Stock | (1) | 05/11/2026 | C | 4,606,320 | (1) | (1) | Common Stock | 474,048 | (1) | 0 | I | See Note 2(2) | |||
| Series A-2 Convertible Preferred Stock | (3) | 05/11/2026 | C | 1,299,842 | (3) | (3) | Common Stock | 139,366 | (3) | 0 | I | See Note 2(2) | |||
| Series B Convertible Preferred Stock | (4) | 05/11/2026 | C | 544,162 | (4) | (4) | Common Stock | 59,692 | (4) | 0 | I | See Note 2(2) | |||
| Series C Convertible Preferred Stock | (5) | 05/11/2026 | C | 600,142 | (5) | (5) | Common Stock | 61,762 | (5) | 0 | I | See Note 2(2) | |||
| Series D Convertible Preferred Stock | (6) | 05/11/2026 | C | 6,644,650 | (6) | (6) | Common Stock | 683,817 | (6) | 0 | I | See Note 2(2) | |||
| Series D Warrants (Right to Buy) | $0.1 | 05/11/2026 | X | 1,861,211 | (7) | (7) | Common Stock | 191,541 | (7) | 0 | I | See Note 2(2) | |||
| Series A Convertible Preferred Stock | (1) | 05/11/2026 | C | 1,151,580 | (1) | (1) | Common Stock | 118,512 | (1) | 0 | I | See Note 9(9) | |||
| Series B Convertible Preferred Stock | (4) | 05/11/2026 | C | 2,374,981 | (4) | (4) | Common Stock | 255,823 | (4) | 0 | I | See Note 9(9) | |||
| Series B Convertible Preferred Stock | (4) | 05/11/2026 | C | 1,899,984 | (4) | (4) | Common Stock | 204,658 | (4) | 0 | I | See Note 10(10) | |||
| Series C Convertible Preferred Stock | (5) | 05/11/2026 | C | 200,000 | (5) | (5) | Common Stock | 20,582 | (5) | 0 | I | See Note 10(10) | |||
| Series D Convertible Preferred Stock | (6) | 05/11/2026 | C | 1,614,650 | (6) | (6) | Common Stock | 166,168 | (6) | 0 | I | See Note 10(10) | |||
| Series D Warrants (Right to Buy) | $0.1 | 05/11/2026 | X | 484,395 | (7) | (7) | Common Stock | 49,850 | (7) | 0 | I | See Note 10(10) | |||
| Series C Convertible Preferred Stock | (5) | 05/11/2026 | C | 4,500,000 | (5) | (5) | Common Stock | 463,106 | (5) | 0 | I | See Note 12(12) | |||
| Series D Convertible Preferred Stock | (6) | 05/11/2026 | C | 2,657,860 | (6) | (6) | Common Stock | 273,527 | (6) | 0 | I | See Note 12(12) | |||
| Series D Warrants (Right to Buy) | $0.1 | 05/11/2026 | X | 764,312 | (7) | (7) | Common Stock | 78,656 | $ 0 | 0 | I | See Note 12(12) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SR ONE CAPITAL MANAGEMENT, LLC 929 MAIN STREET SUITE 200 REDWOOD CITY, CA 94063 |
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George Simeon 929 MAIN STREET SUITE 200 REDWOOD CITY, CA 94063 |
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| /s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC | 05/11/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Sasha Keough, attorney-in-fact for Simeon George | 05/11/2026 | |
| **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) | The Series A Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration. |
| (2) | The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") is the sole general partner of SR One Fund I Aggregator, and SR One Capital Management, LLC ("SR One Capital Management") is the sole general partner of SR One Partners I. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Capital Partners I, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| (3) | The Series A-2 Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.3268 basis for no additional consideration. |
| (4) | The Series B Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.2837 basis for no additional consideration. |
| (5) | The Series C Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration. |
| (6) | The Series D Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration. |
| (7) | The warrants to purchase shares of common stock were automatically exercised into shares of Common Stock by their terms immediately prior to the closing of the Issuer's initial public offering on a net exercise basis. |
| (8) | Pursuant to the terms of the warrants, the Issuer withheld 1,065 warrant shares to pay the exercise price in connection with the net exercise. |
| (9) | The securities are directly held by SR One Co-Invest IV, LLC ("SR One Co-Invest IV"). SR One Co-Invest IV Manager, LLC ("SR One Co-Invest Manager") is the managing member of SR One-Co-Invest IV, and SR One Capital Management is the managing member of SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Co-Invest Manager, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| (10) | The securities are directly held by SR One Co-Invest IV-A, LLC ("SR One Co-Invest IV-A"). SR One Co-Invest IV Manager is the managing member of SR One-Co-Invest IV-A, and SR One Capital Management is the managing member of SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Co-Invest Manager, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| (11) | Pursuant to the terms of the warrants, the Issuer withheld 277 warrant shares to pay the exercise price in connection with the net exercise. |
| (12) | The reported securities are held directly by AMZL, LP ("AMZL"). SR One Capital SMA Partners, LP ("SR One SMA Partners") is the general partner of AMZL, and SR One Capital Management is the general partner of SR One SMA Partners. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One SMA Partners, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| (13) | Pursuant to the terms of the warrants, the Issuer withheld 438 warrant shares to pay the exercise price in connection with the net exercise. |