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Adarx Pharmaceuticals Inc.

09/24/2026 | Press release | Archived content

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Li Zhen
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2026
3. Issuer Name and Ticker or Trading Symbol
ADARx Pharmaceuticals, Inc. [ADRX]
(Last) (First) (Middle)
C/O ADARX PHARMACEUTICALS, INC., 5871 OBERLIN DRIVE, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
SAN DIEGO, CA 92121
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,861,199 I By Trust(1)
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.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) 08/19/2030 Common Stock 1,171,325 $0.24 D
Employee Stock Option (right to buy) (3) 12/06/2030 Common Stock 327,378 $0.24 D
Employee Stock Option (right to buy) (4) 03/18/2031 Common Stock 320,500 $0.24 D
Employee Stock Option (right to buy) (5) 05/20/2031 Common Stock 845,726 $0.56 D
Employee Stock Option (right to buy) (6) 07/29/2031 Common Stock 710,541 $2.29 D
Employee Stock Option (right to buy) (7) 02/22/2032 Common Stock 436,715 $2.29 D
Employee Stock Option (right to buy) (8) 02/25/2033 Common Stock 436,715 $3.26 D
Employee Stock Option (right to buy) (9) 01/16/2034 Common Stock 773,085 $5.84 D
Employee Stock Option (right to buy) (10) 02/11/2035 Common Stock 426,730 $7.05 D
Employee Stock Option (right to buy) (11) 01/27/2036 Common Stock 443,799 $6.31 D
Employee Stock Option (right to buy) (12) 08/19/2030 Common Stock 17,069 $0.24 I By Spouse
Employee Stock Option (right to buy) (13) 03/18/2031 Common Stock 12,801 $0.24 I By Spouse
Employee Stock Option (right to buy) (14) 02/22/2032 Common Stock 8,534 $2.29 I By Spouse
Employee Stock Option (right to buy) (15) 02/25/2033 Common Stock 6,827 $3.26 I By Spouse
Employee Stock Option (right to buy) (16) 01/16/2034 Common Stock 5,120 $5.84 I By Spouse
Employee Stock Option (right to buy) (17) 02/11/2035 Common Stock 5,120 $7.05 I By Spouse
Employee Stock Option (right to buy) (18) 01/27/2036 Common Stock 12,801 $6.31 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Li Zhen
C/O ADARX PHARMACEUTICALS, INC.
5871 OBERLIN DRIVE, SUITE 200
SAN DIEGO, CA 92121
X X President and CEO

Signatures

/s/ Jiang Bian , Attorney-in-Fact 09/24/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The shares are held by the Reporting Person and her spouse as Trustees of the Titanium Boulder Irrevocable Trust dated July 11, 2020 (the "Titanium Trust"). The Reporting Person and her spouse share voting and dispositive power with respect to the securities held by the Titanium Trust.
(2) Granted to the Reporting Person on August 20, 2020. The shares subject to the option are fully vested and exercisable.
(3) Granted to the Reporting Person on December 7, 2020. The shares subject to the option are fully vested and exercisable.
(4) Granted to the Reporting Person on March 19, 2021. The shares subject to the option are fully vested and exercisable.
(5) Granted to the Reporting Person on May 21, 2021. The shares subject to the option are fully vested and exercisable.
(6) Granted to the Reporting Person on July 30, 2021. The shares subject to the option are fully vested and exercisable.
(7) Granted to the Reporting Person on February 23, 2022. The shares subject to the option are fully vested and exercisable.
(8) Granted to the Reporting Person on February 26, 2023. 1/4 of the total number of shares vested and became exercisable on January 1, 2024 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's continued service to the Issuer on each vesting date.
(9) Granted to the Reporting Person on January 17, 2024. 1/4 of the total number of shares vested and became exercisable on January 1, 2025 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's continued service to the Issuer on each vesting date.
(10) Granted to the Reporting Person on February 12, 2025. 1/4 of the total number of shares vested and became exercisable on January 1, 2026 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's continued service to the Issuer on each vesting date.
(11) Granted to the Reporting Person on January 28, 2026. 1/4 of the total number of shares vest and become exercisable on January 1, 2027 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's continued service to the Issuer on each vesting date.
(12) Granted to the Reporting Person's spouse on August 20, 2020. The shares subject to the option are fully vested and exercisable.
(13) Granted to the Reporting Person's spouse on March 19, 2021. The shares subject to the option are fully vested and exercisable.
(14) Granted to the Reporting Person's spouse on February 23, 2022. The shares subject to the option are fully vested and exercisable.
(15) Granted to the Reporting Person's spouse on February 26, 2023. 1/4 of the total number of shares vested and became exercisable on January 1, 2024 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's spouse's continued service to the Issuer on each vesting date.
(16) Granted to the Reporting Person's spouse on January 17,2024. 1/4 of the total number of shares vested and became exercisable on January 1, 2025 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's spouse's continued service to the Issuer on each vesting date.
(17) Granted to the Reporting Person's spouse on February 12, 2025. 1/4 of the total number of shares vested and became exercisable on January 1, 2026 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's spouse's continued service to the Issuer on each vesting date.
(18) Granted to the Reporting Person's spouse on January 28, 2026. 1/4 of the total number of shares vest and become exercisable on January 1, 2027 and the remaining shares vest and become exercisable in equal quarterly installments thereafter over a three-year period, subject to the Reporting Person's spouse's continued service to the Issuer on each vesting date.

Remarks:
Exhibit 24 - Power of Attorney
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Adarx Pharmaceuticals Inc. published this content on September 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 01, 2026 at 09:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]