07/23/2026 | Press release | Distributed by Public on 07/23/2026 19:33
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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 | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 2,051,742 | (1) | I | By AH Bio Fund II, L.P.(2) |
| Series B Preferred Stock | (1) | (1) | Common Stock | 697,650 | (1) | I | By AH Bio Fund III, L.P.(3)(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AH Bio Fund II, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Equity Partners Bio II, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Bio Fund III, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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AH Equity Partners Bio III, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
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HOROWITZ BENJAMIN A C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| AH Bio Fund II, L.P., By AH Equity Partners Bio II, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 07/23/2026 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners Bio II, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 07/23/2026 | |
| **Signature of Reporting Person | Date | |
| AH Bio Fund III, L.P., By AH Equity Partners Bio III, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 07/23/2026 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners Bio III, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 07/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen | 07/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz | 07/23/2026 | |
| **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) | Each share of Series A Preferred Stock and Series B Preferred Stock is convertible into Common Stock on a one-for-5.9218 basis at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering without payment of consideration and has no expiration date. |
| (2) | The reported securities are held by AH Bio Fund II, L.P. ("AH Bio Fund II"), for itself and as nominee for AH Bio Fund II-B, L.P. AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of AH Bio Fund II and has sole voting and dispositive power with regard to the securities held by AH Bio Fund II for itself and as nominee. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to share voting and dispositive power with respect to the securities held by AH Bio Fund II for itself and as nominee. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Bio Fund II for itself and as nominee (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |
| (3) | The reported securities are held by AH Bio Fund III, L.P. ("AH Bio Fund III"), for itself and as nominee for AH Bio Fund III-B, L.P., AH Bio Fund III-Q, L.P. and CLF Partners II, LP. AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of AH Bio Fund III and has sole voting and dispositive power with regard to the securities held by AH Bio Fund III for itself and as nominee. The managing members of AH EP Bio III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to share voting and dispositive power with respect to the securities held by AH Bio Fund III for itself and as nominee. |
| (4) | (Continued from Footnote 3) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Bio Fund III for itself and as nominee (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. |