Aspen Neuroscience Inc.

11/04/2026 | Press release | Distributed by Public on 11/04/2026 17:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Thompson Peter A.
2. Issuer Name and Ticker or Trading Symbol
Aspen Neuroscience, Inc. [ASPE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ASPEN NEUROSCIENCE, INC., 10835 ROAD TO THE CURE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
(Street)
SAN DIEGO, CA 92121
4. If Amendment, Date Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/02/2026 C 196,541 A (1) 196,541 I See footnotes(3)(4)
Common Stock 11/02/2026 C 642,745 A (1) 839,286 I See footnotes(3)(4)
Common Stock 11/02/2026 C 616,984 A (1) 1,456,270 I See footnotes(3)(4)
Common Stock 11/02/2026 C 625,743 A (1) 2,082,013 I See footnotes(3)(4)
Common Stock 11/02/2026 C 507,119 A (1) 2,589,132 I See footnotes(3)(4)
Common Stock 11/02/2026 P 1,000,000(2) A $15 3,589,132 I See footnotes(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed-2 Convertible Preferred Stock (1) 11/02/2026 C 196,541 (1) (1) Common Stock 196,541 $ 0 0 I See footnotes(3)(4)
Series A-1 Convertible Preferred Stock (1) 11/02/2026 C 642,745 (1) (1) Common Stock 642,745 $ 0 0 I See footnotes(3)(4)
Series A-2 Convertible Preferred Stock (1) 11/02/2026 C 616,984 (1) (1) Common Stock 616,984 $ 0 0 I See footnotes(3)(4)
Series B Convertible Preferred Stock (1) 11/02/2026 C 625,743 (1) (1) Common Stock 625,743 $ 0 0 I See footnotes(3)(4)
Series C Convertible Preferred Stock (1) 11/02/2026 C 507,119 (1) (1) Common Stock 507,119 $ 0 0 I See footnotes(3)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Peter A.
C/O ASPEN NEUROSCIENCE, INC.
10835 ROAD TO THE CURE, SUITE 100
SAN DIEGO, CA 92121
X X

Signatures

/s/ Peter A. Thompson 11/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock automatically converted on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.
(2) Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
(3) Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.
(4) Each of the Reporting Person, OrbiMed Advisors, and OrbiMed GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, or OrbiMed GP is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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