08/04/2026 | Press release | Distributed by Public on 08/04/2026 17:03
|
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 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| 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) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | (1) | (1) | Common Stock | 1,957,140 | (1) | I | See Footnotes(2)(3)(4) |
| Series C Preferred Stock | (1) | (1) | Common Stock | 478,501 | (1) | I | See Footnotes(2)(3)(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
X | |||
|
GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY 10282 |
X | |||
|
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 200 WEST STREET NEW YORK, NY 10282 |
X | |||
|
Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK, NY 10282 |
X | |||
|
WSLS OFFSHORE INVESTMENTS, SLP 12E, RUE GUILLAUME KROLL LUXEMBOURG L-1882 |
X | |||
|
West Street Life Sciences I, L.P. 200 WEST STREEET NEW YORK, NY 10282 |
X | |||
|
WSLS EMP OFFSHORE INVESTMENTS, L.P. 200 WEST STREET NEW YORK, NY 10282 |
X | |||
|
WSLS EMP ONSHORE INVESTMENTS, L.P. 200 WEST STREET NEW YORK, NY 10282 |
X | |||
| /s/ Crystal Orgill, Attorney-in-fact | 08/04/2026 | |
| **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) | All shares of the Issuer's redeemable convertible preferred stock will automatically convert into shares of the Issuer's common stock on a 1-for-1 basis, adjusted for a 1-for-9.29 reverse stock split effected by the Issuer on July 29, 2026, upon the completion of the Issuer's initial public offering. |
| (2) | This statement is being filed by Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC, ("GS&Co") Goldman Sachs Asset Management, L.P. ("GSAM LP"), Broad Street Principal Investments L.L.C. ("BSPI"), which directly holds 3,497,806 shares of Series B Preferred Stock and 855,179 shares of Series C Preferred Stock of the Issuer, WSLS Offshore Investments, SLP ("WSLS Offshore"), which directly holds 4,773,948 shares of Series B Preferred Stock and 1,167,182 shares of Series C Preferred Stock of the Issuer, West Street Life Sciences I, L.P. ("WSLS I"), which directly holds 5,007,564 shares of Series B Preferred Stock and 1,224,299 shares of Series C Preferred Stock of the Issuer, WSLS Emp Offshore Investments, L.P. ("WSLS Emp Offshore"), which directly holds 1,342,794 shares of Series B Preferred Stock and 328,300 shares of Series C Preferred Stock of the Issuer,... [continued in footnote 3] |
| (3) | [continued from footnote 2]... and WSLS Emp Onshore Investments, L.P. ("WSLS Emp Onshore"), which directly holds 3,559,718 shares of Series B Preferred Stock and 870,315 shares of Series C Preferred Stock of the Issuer. GS&Co. is a direct subsidiary of GS Group and is the manager of BSPI. WSLS Offshore, WSLS I, WSLS Emp Offshore, and WSLS Emp Onshore are investment vehicles managed by GSAM LP, an indirect subsidiary of GS Group. |
| (4) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |