11/02/2026 | Press release | Distributed by Public on 11/02/2026 20:50
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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 Convertible Preferred Stock | (3) | 11/02/2026 | C | 187,182 | (3) | (3) | Common Stock | 187,182 | (3) | 0 | D(1)(2) | ||||
| Series A-1 Convertible Preferred Stock | (3) | 11/02/2026 | C | 298,258 | (3) | (3) | Common Stock | 298,258 | (3) | 0 | D(1)(2) | ||||
| Series A-1 Convertible Preferred Stock | (3) | 11/02/2026 | C | 298,258 | (3) | (3) | Common Stock | 298,258 | (3) | 0 | D(2)(4) | ||||
| Series A-2 Convertible Preferred Stock | (3) | 11/02/2026 | C | 286,304 | (3) | (3) | Common Stock | 286,304 | (3) | 0 | D(1)(2) | ||||
| Series A-2 Convertible Preferred Stock | (3) | 11/02/2026 | C | 286,304 | (3) | (3) | Common Stock | 286,304 | (3) | 0 | D(2)(4) | ||||
| Series B Convertible Preferred Stock | (3) | 11/02/2026 | C | 295,490 | (3) | (3) | Common Stock | 295,490 | (3) | 0 | D(1)(2) | ||||
| Series B Convertible Preferred Stock | (3) | 11/02/2026 | C | 295,490 | (3) | (3) | Common Stock | 295,490 | (3) | 0 | D(2)(4) | ||||
| Series C Convertible Preferred Stock | (3) | 11/02/2026 | C | 259,948 | (3) | (3) | Common Stock | 259,948 | (3) | 0 | D(1)(2) | ||||
| Series C Convertible Preferred Stock | (3) | 11/02/2026 | C | 214,355 | (3) | (3) | Common Stock | 214,355 | (3) | 0 | D(2)(4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ARCH Venture Fund X, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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ARCH Venture Fund X Overage, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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ARCH Venture Partners X, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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ARCH Venture Partners X Overage, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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ARCH Venture Partners X, LLC 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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CRANDELL KEITH 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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Burow Kristina 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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GILLIS STEVEN 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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NELSEN ROBERT 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
| ARCH Venture Fund X, L.P. By: ARCH Venture Partners X, L.P., its General Partner By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Fund X Overage, L.P. By: ARCH Venture Partners X Overage, L.P., its General Partner By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Partners X, L.P. By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Partners X Overage, L.P. By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Partners X, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert Nelsen, By: Mark McDonnell, as attorney-in-fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact | 11/02/2026 | |
| **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) | Securities held by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X. |
| (2) | ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow, Steven Gillis, and Robert Nelsen (collectively, the "AVP X Committee Members") comprise the investment committee of AVP X LLC. AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. Each of AVP X LP, AVP X Overage LP, AVP X LLC, and the AVP X Committee Members disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
| (3) | Each share of Series Seed 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") automatically converted on a 1-for-9.8821 basis into shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock had no expiration date. |
| (4) | Securities held by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage. |
| (5) | Shares were purchased by ARCH Venture Fund XIV, L.P. ("ARCH XIV"). The AVP X Investment Committee Members also are members of the investment committee for ARCH XIV. |
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Remarks: This Form 4 is one of two reports being filed jointly by ARCH X, AVP X LP, ARCH X Overage, AVP X Overage LP, AVP X LLC, Robert Nelsen, Steven Gillis, Keith Crandell, Kristina Burow, ARCH XIV, ARCH Venture Partners XIV, L.P., ARCH Venture Partners XIV, LLC, and Paul Berns (collectively, the "Reporting Persons"). |
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