06/22/2026 | Press release | Distributed by Public on 06/22/2026 17:40
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) | ||
|
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 A Preferred Stock | (1) | 06/17/2026 | C | 5,148,587 | (1) | (1) | Common Stock | 8,200,669 | (1) | 0 | I | By ARCH Venture Fund XIII, L.P.(2) | |||
| Series B Preferred Stock | (1) | 06/17/2026 | C | 1,204,000 | (1) | (1) | Common Stock | 1,917,731 | (1) | 0 | I | By ARCH Venture Fund XIII, L.P.(2) | |||
| Series B-1 Preferred Stock | (1) | 06/17/2026 | C | 2,306,401 | (1) | (1) | Common Stock | 3,673,635 | (1) | 0 | I | By ARCH Venture Fund XIII, L.P.(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
ARCH Venture Partners XIII, LLC C/O ARCH VENTURE PARTNERS 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | X | ||
|
ARCH Venture Partners XIII, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
|
ARCH Venture Fund XIII, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
|
CRANDELL KEITH 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
|
NELSEN ROBERT 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
|
Burow Kristina 8755 W. HIGGINS ROAD,SUITE 1025 CHICAGO, IL 60631 |
X | |||
|
GILLIS STEVEN 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
| ARCH Venture Partners XIII, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Partners XIII, L.P., By: ARCH Venture Partners XIII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Fund XIII, L.P., By: ARCH Venture Partners XIII, L.P., its General Partner, By: ARCH Venture Partners XIII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| Kristina Burow, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| Steven Gillis, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/22/2026 | |
| **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) | Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted into the number of shares shown in Column 7 on a 1.5928 for 1 basis upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering on June 17, 2026 and without payment of consideration. The Preferred Stock had no expiration date. |
| (2) | 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"). Mr. Berns serves on the board of directors of the Issuer. 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. |