09/11/2025 | Press release | Distributed by Public on 09/11/2025 09:05
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 | (1) | (1) | Common Stock | 411,681 | (1) | I | See footnote(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pontifax Management 4 G.P. (2015) Ltd. C/O LB PHARMACEUTICALS INC ONE PENNSYLVANIA PLAZA, SUITE 1025 NEW YORK, NY 10119 |
X |
/s/ Asaf Shinar, CFO | 09/11/2025 | |
**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) | 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. |
(2) | Consists of (i) 261,938 shares of common stock issuable upon conversion of shares of our redeemable convertible preferred stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 149,743 shares of common stock issuable upon conversion of shares of our redeemable convertible preferred stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities. |