06/18/2026 | Press release | Distributed by Public on 06/18/2026 04:32
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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 | ||||
| Stock Option (right to buy) | (1) | 03/19/2035 | Common Stock | 80,224 | $8 | D | |
| Stock Option (right to buy) | (2) | 02/10/2036 | Common Stock | 33,289 | $14.71 | D | |
| Series A Preferred Stock | (3) | (3) | Common Stock | 8,200,669 | (3) | I | By ARCH Venture Fund XIII, L.P.(4) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 1,917,731 | (3) | I | By ARCH Venture Fund XIII, L.P.(4) |
| Series B-1 Preferred Stock | (3) | (3) | Common Stock | 3,673,635 | (3) | I | By ARCH Venture Fund XIII, L.P.(4) |
| Warrant (right to buy) | (5) | 09/04/2035 | Common Stock | 876,040 | $13.42 | I | By ARCH Venture Fund XIII, L.P.(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BERNS PAUL L C/O KARDIGAN, INC. 506 CARNEGIE CENTER DRIVE, SUITE 201 PRINCETON, NJ 08540 |
X | X | ||
| /s/ John B. Moriarty, Jr., Attorney-in-Fact | 06/18/2026 | |
| **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) | The shares subject to this option shall vest and become exercisable in three (3) equal annual installments commencing from June 6, 2024, subject to the Reporting Person's continued service on each such vesting date. |
| (2) | The shares subject to this option shall vest and become exercisable on February 9, 2027, subject to the Reporting Person's continued service on such vesting date. |
| (3) | Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering and without payment of consideration. The Preferred Stock has no expiration date. |
| (4) | These securities are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Paul Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. |
| (5) | The shares subject to this warrant shall become exercisable upon achievement of certain Issuer market valuation thresholds. |
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Remarks: Exhibit 24 - Power of Attorney |
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