10/14/2026 | Press release | Distributed by Public on 10/14/2026 16:45
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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 | ||||
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 76,801 | (1) | I | See footnote(2) |
| Series B-2 Convertible Preferred Stock | (3) | (3) | Common Stock | 64,001 | (3) | I | See footnote(2) |
| Series B-3 Convertible Preferred Stock | (4) | (4) | Common Stock | 36,805 | (4) | I | See footnote(2) |
| Series B-4 Convertible Preferred Stock | (5) | (5) | Common Stock | 14,972 | (5) | I | See footnote(2) |
| Stock Option (right to buy) | (6) | 04/17/2033 | Common Stock | 66,556 | $3 | D | |
| Convertible Promissory Notes | 10/16/2026 | 08/14/2028 | Common Stock | 8,341(7) | (8) | I | See footnote(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RASTETTER WILLIAM H C/O IAMBIC THERAPEUTICS, INC. 5627 OBERLIN DRIVE, SUITE 120 SAN DIEGO, CA 92121 |
X | Chairperson of the Board | ||
| /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) | Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (2) | The shares are held of record by the Rastetter Family Trust dated September 2, 2010, for which Dr. Rastetter serves as a trustee. |
| (3) | Each share of Series B-2 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (4) | Each share of Series B-3 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (5) | Each share of Series B-4 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (6) | Twenty-five percent of the shares subject to the option vested on March 9, 2024 and 1/48th of the shares vest monthly thereafter. |
| (7) | The amount of shares reported assumes the Issuer's initial public offering price per share (the "IPO Price") to be $16.00 per share. |
| (8) | The conversion price is equal to the lower of (i) 85% of the IPO Price (reflecting a 15% discount) and (ii) the price per share implied by a $900.0 million valuation cap. |
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Remarks: Exhibit 24.1 - Power of Attorney |
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