08/05/2026 | Press release | Distributed by Public on 08/05/2026 19:17
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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 A Preferred Stock | (1) | (1) | Common Stock | 9,132,420 | (1) | I | By AH Bio Fund IV, L.P.(2)(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AH Bio Fund IV, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Equity Partners Bio IV, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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HOROWITZ BENJAMIN A C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| AH Bio Fund IV, L.P., By AH Equity Partners Bio IV, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 08/05/2026 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners Bio IV, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 08/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen | 08/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz | 08/05/2026 | |
| **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) | Series A Preferred Stock is convertible into Common Stock on a 4.38-for-1 basis at the option of the holder, and will convert automatically immediately prior to the closing of the Issuer's initial public offering into the number of shares of Common Stock shown in column 3 without payment of consideration. The Series A Preferred Stock has no expiration date. |
| (2) | The reported securities are held by AH Bio Fund IV, L.P. ("AH Bio Fund IV"), for itself and as nominee for AH Bio Fund IV-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P. and CLF Partners III, LP. AH Equity Partners Bio IV, L.L.C. ("AH EP Bio IV") is the general partner of AH Bio Fund IV and has sole voting and dispositive power with regard to the securities held by AH Bio Fund IV for itself and as nominee. The managing members of AH EP Bio IV are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to share voting and dispositive power with respect to the securities held by AH Bio Fund IV for itself and as nominee. |
| (3) | (Continued from Footnote 2) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Bio Fund IV for itself and as nominee (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |