09/10/2025 | Press release | Distributed by Public on 09/10/2025 18:40
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. |
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 C Preferred Stock | (2) | (2) | Common Stock | 547,648 | (2) | I | By Vida Ventures III, L.P.(3)(4) |
Series C Preferred Stock | (2) | (2) | Common Stock | 1,262 | (2) | I | By Vida Ventures III-A, L.P.(5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vida Ventures GP III, L.L.C. 10100 SANTA MONICA BOULEVARD SUITE 1500 LOS ANGELES, CA 90067 |
X | |||
Vida Ventures III, L.P. 10100 SANTA MONICA BOULEVARD SUITE 1500 LOS ANGELES, CA 90067 |
X | |||
Vida Ventures III-A, L.P. 10100 SANTA MONICA BOULEVARD SUITE 1500 LOS ANGELES, CA 90067 |
X | |||
Belldegrun Arie 10100 SANTA MONICA BOULEVARD SUITE 1500 LOS ANGELES, CA 90067 |
X |
VIDA VENTURES GP III, L.L.C., By: /s/ Jean-Philippe Kouakou-Zebouah, its Managing Member | 09/10/2025 | |
**Signature of Reporting Person | Date | |
VIDA VENTURES III, L.P., By: Vida Ventures GP III, L.L.C., its general partner, By: /s/ Jean-Philippe Kouakou-Zebouah, its Managing Member | 09/10/2025 | |
**Signature of Reporting Person | Date | |
VIDA VENTURES III-A, L.P., By: Vida Ventures GP III, L.L.C., its general partner, By: /s/ Jean-Philippe Kouakou-Zebouah, its Managing Member | 09/10/2025 | |
**Signature of Reporting Person | Date | |
ARIE BELLDEGRUN By: /s/ Jean-Philippe Kouakou-Zebouah, his attorney-in-fact | 09/10/2025 | |
**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) | These shares are held directly by Vida Ventures Management Co., LLC ("Vida Management"). Each Investment Committee Member (as defined below) disclaims beneficial ownership of the securities held of record by Vida Management, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any. |
(2) | Each share of Series C Preferred Stock is convertible at anytime at the option of the holder, without payment of additional consideration, into Common Stock and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, the Series C Preferred Stock will convert automatically at a conversion ratio that is dependent upon the initial price per share to the public in the Issuer's initial public offering. |
(3) | These shares are held directly by Vida Ventures III, L.P. ("Vida III"). Vida Ventures GP III, L.L.C. ("Vida III GP") is the general partner of Vida III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Arie Belldegrun, Helen Kim and Rajul Jain, a member of the Issuer's board of directors, are the members of the investment committee of Vida III GP (each, an "Investment Committee Member" and such committee, the "Investment Committee"). |
(4) | (Continued from Footnote 3) The Investment Committee and each of the Investment Committee Members may be deemed to share voting, investment and dispositive power with respect to these securities. Vida III GP, the Investment Committee and each of the Investment Committee Members disclaims beneficial ownership of the securities held of record by Vida III, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any. |
(5) | These shares are held directly by Vida Ventures III-A, L.P. ("Vida III-A"). Vida III GP is the general partner of Vida III-A and may be deemed to have voting, investment, and dispositive power with respect to these securities. The Investment Committee and each of the Investment Committee Members may be deemed to share voting, investment and dispositive power with respect to these securities. Vida III GP, the Investment Committee and each of the Investment Committee Members disclaims beneficial ownership of the securities held of record by Vida III-A, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any. |