08/10/2026 | Press release | Distributed by Public on 08/10/2026 18:21
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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-2 Convertible Preferred Stock | (1) | 08/10/2026 | C(1) | 3,117,664 | (1) | (1) | Common Stock | 3,117,664 | $ 0 | 0 | I | See Footnote(2) | |||
| Series B Convertible Preferred Stock | (1) | 08/10/2026 | C(1) | 445,320 | (1) | (1) | Common Stock | 445,320 | $ 0 | 0 | I | See Footnote(2) | |||
| Series A-2 Convertible Preferred Stock | (1) | 08/10/2026 | C(1) | 1,125,823 | (1) | (1) | Common Stock | 1,125,823 | $ 0 | 0 | I | See Footnote(3) | |||
| Series B Convertible Preferred Stock | (1) | 08/10/2026 | C(1) | 742,201 | (1) | (1) | Common Stock | 742,201 | $ 0 | 0 | I | See Footnote(3) | |||
| Series A-2 Convertible Preferred Stock | (1) | 08/10/2026 | C(1) | 3,117,664 | (1) | (1) | Common Stock | 3,117,664 | $ 0 | 0 | I | See Footnote(4) | |||
| Series B Convertible Preferred Stock | (1) | 08/10/2026 | C(1) | 296,880 | (1) | (1) | Common Stock | 296,880 | $ 0 | 0 | I | See Footnote(4) | |||
| Convertible Promissory Note | (5) | 08/10/2026 | C(5) | 195,776 | (5) | (5) | Common Stock | 195,776 | (5) | 0 | I | See Footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Foresite Capital Management V, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BOULEVARD, SUITE PH1 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Fund V, L.P. C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BOULEVARD, SUITE PH1 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Opportunity Management V, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BOULEVARD, SUITE PH1 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Opportunity Fund V, L.P. C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BOULEVARD, SUITE PH1 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Management VI LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BOULEVARD, SUITE PH1 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Fund VI LP C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BOULEVARD, SUITE PH1 WEST HOLLYWOOD, CA 90069 |
X | |||
| FORESITE CAPITAL MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| FORESITE CAPITAL FUND V, L.P., By: Foresite Capital Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| FORESITE CAPITAL OPPORTUNITY FUND V, L.P., By: Foresite Capital Opportunity Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| FORESITE CAPITAL MANAGEMENT VI, LLC, By: /s/ James B. Tananbaum, Managing Member | 08/10/2026 | |
| **Signature of Reporting Person | Date | |
| FORESITE CAPITAL FUND VI LP, By: Foresite Capital Management VI, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 08/10/2026 | |
| **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 share of the Issuer's preferred stock converted automatically into 1 share of common stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The preferred stock had no expiration date. |
| (2) | The securities are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over the securities held by Fund V. James B. Tananbaum (Tananbaum) is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over the securities held by Fund V. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (3) | The securities are held of record by Foresite Capital Fund VI LP ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over the securities held by Fund VI. Tananbaum is the sole managing member of FCM VI and may be deemed to have sole voting and dispositive power over the securities held by Fund VI. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (4) | The securities are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over the shares held by Opportunity Fund V. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over the securities held by Opportunity Fund V. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (5) | Reflects a convertible note that is convertible into shares of Common Stock of the Issuer. The convertible note has a maturity date of June 17, 2027. The principal amount of the convertible note together with any accrued but unpaid interest automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a conversion price equal to the initial public offering price of the Issuer's common stock. |