11/04/2026 | Press release | Distributed by Public on 11/04/2026 17:47
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FORM 4
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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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Thompson Peter A. C/O ASPEN NEUROSCIENCE, INC. 10835 ROAD TO THE CURE, SUITE 100 SAN DIEGO, CA 92121 |
X | X | ||
| /s/ Peter A. Thompson | 11/04/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |