11/05/2025 | Press release | Distributed by Public on 11/05/2025 19:12
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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 Seed Preferred Stock | (1) | (1) | Common Stock | 838,886 | (1) | I | See footnotes(5)(10) |
| Series Seed Preferred Stock | (1) | (1) | Common Stock | 419,441 | (1) | I | See footnotes(6)(8)(9) |
| Series A Preferred Stock | (2) | (2) | Common Stock | 324,578 | (2) | I | See footnotes(5)(10) |
| Series A Preferred Stock | (2) | (2) | Common Stock | 908,821 | (2) | I | See footnotes(6)(8)(9) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 240,756 | (3) | I | See footnotes(5)(10) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 267,367 | (3) | I | See footnotes(6)(8)(9) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 36,812 | (4) | I | See footnotes(5)(10) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 36,812 | (4) | I | See footnotes(6)(8)(9) |
| Series C Preferred Stock | (4) | (4) | Common Stock | 294,502 | (4) | I | See footnotes(7)(8)(9) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Pivotal bioVenture Partners Fund I, L.P. 501 SECOND STREET, SUITE 200 SAN FRANCISCO, CA 94107 |
X | X | ||
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Pivotal bioVenture Partners Fund I G.P., L.P. 501 SECOND STREET, SUITE 200 SAN FRANCISCO, CA 94107 |
X | X | ||
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Pivotal bioVenture Partners Fund I U.G.P. Ltd 501 SECOND STREET, SUITE 200 SAN FRANCISCO, CA 94107 |
X | X | ||
| /s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I, L.P., By: Robert Hopfner, Managing Partner | 11/05/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I G.P., L.P., By: Robert Hopfner, Managing Partner | 11/05/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I U.G.P. Ltd., By: Robert Hopfner, Managing Partner | 11/05/2025 | |
| **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) | The Series Seed Preferred Stock is convertible into Common Stock on a 1-for-8.518 basis and has no expiration date. Upon the closing of the Issuer's initial public offering (the "IPO"), all shares of Series Seed Preferred Stock will be converted into shares of Common Stock. |
| (2) | The Series A Preferred Stock is convertible into Common Stock on a 1-for-7.9557 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (3) | The Series B Preferred Stock is convertible into Common Stock on a 1-for-7.8721 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (4) | The Series C Preferred Stock is convertible into Common Stock on a 1-for-8.518 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (5) | Held directly by NFLS Delta III Limited ("NFLS Delta"). NFLS Delta is a wholly owned, indirect subsidiary of Nan Fung Group Holdings Limited ("NFGHL"). |
| (6) | Held directly by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal I"). |
| (7) | Held directly by Pivotal bioVenture Partners Fund II, L.P. ("Pivotal II"). |
| (8) | The general partner of Pivotal I is Pivotal bioVenture Partners Fund I G.P., L.P. ("Pivotal GP I") and the general partner of Pivotal II is Pivotal bioVenture Partners Fund II G.P. Ltd ("Pivotal GP II"). The general partner of Pivotal GP I is Pivotal bioVenture Partners Fund I U.G.P., Ltd (the "Ultimate General Partner"). The Ultimate General Partner and Pivotal GP II are each wholly owned by Pivotal Partners Ltd ("Pivotal Partners"). Pivotal Partners is wholly owned by Pivotal Life Sciences Holdings Limited ("Pivotal Life Sciences"). Pivotal Life Sciences is wholly owned by Nan Fung Life Sciences Holdings Limited ("Nan Fung Life Sciences"), and Nan Fung Life Sciences is wholly owned by NF Investment Holdings Limited ("NFIHL"), which is wholly owned by NFGHL. Dr. Robert Hopfner, a managing partner of the Ultimate General Partner, is a member of the board of directors of the Issuer. |
| (9) | The members of the Investment Committees of Pivotal GP I and Pivotal GP II make investment decisions with respect to the securities of the Issuer held by Pivotal I and Pivotal II. Mr. Vincent Sai Sing Cheung, Mr. Peter Bisgaard, and Dr. Robert Hopfner are the members of the Investment Committees of Pivotal GP I and Pivotal GP II. Such persons and entities disclaim beneficial ownership of these securities except to the extent of their or its proportionate pecuniary interest therein. |
| (10) | The members of the Executive Committee of NFGHL make investment decisions with respect to the securities of the Issuer held by NFLS Delta. Mr. Kam Chung Leung, Mr. Vincent Sai Sing Cheung, Mr. Stephen Pui Kuen Cheung, Ms. Vanessa Tih Lin Cheung, Mr. Meng Gao, Ms. Anna Xintong Sun, Mr. Peter Bisgaard, and Dr. Robert Hopfner are the members of the Executive Committee of NFGHL. Such persons and entities disclaim beneficial ownership of these securities except to the extent of their or its proportionate pecuniary interest therein. |