11/05/2025 | Press release | Distributed by Public on 11/05/2025 18:59
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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 Seed Preferred Stock | (2) | (2) | Common Stock | 24,225 | (2) | D | |
| Series B Preferred Stock | (3) | (3) | Common Stock | 1,587 | (3) | D | |
| Employee Stock Option (Right to Buy) | (4) | 05/10/2032 | Common Stock | 118,449 | $3.07 | D | |
| Employee Stock Option (Right to Buy) | (5) | 01/12/2033 | Common Stock | 30,807 | $3.58 | D | |
| Employee Stock Option (Right to Buy) | (6) | 05/11/2033 | Common Stock | 57,634 | $3.84 | D | |
| Employee Stock Option (Right to Buy) | (7) | 01/05/2034 | Common Stock | 7,139 | $1.71 | D | |
| Employee Stock Option (Right to Buy) | (8) | 12/08/2034 | Common Stock | 17,982 | $2.99 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bauer Eugene C/O EVOMMUNE, INC. 1841 PAGE MILL ROAD, SUITE 100 PALO ALTO, CA 94304 |
X | Chief Medical Officer | ||
| /s/ Gregory S. Moss, Attorney-in-Fact | 11/05/2025 | |
| **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) | Includes 11,688 restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of common stock of the Issuer. One fourth (1/4) of the RSUs shall vest on each of December 9, 2025, December 9, 2026, December 9, 2027 and December 9, 2028, subject to the Reporting Person's continuous service through each such vesting date. |
| (2) | The Series Seed Preferred Stock is convertible into Common Stock on a 1-for-8.518 basis and has no expiration date. Upon the closing of the Issuer's initial public offering ("IPO"), all shares of Series Seed Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (3) | The Series B Preferred Stock is convertible into Common Stock on a 1-for-7.8721 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (4) | One fourth (1/4) of the shares subject to the option award vested on May 11, 2023 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| (5) | One fourth (1/4) of the shares subject to the option award vested on January 13, 2024 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| (6) | One fourth (1/4) of the shares subject to the option award vested on May 12, 2024 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| (7) | One fourth (1/4) of the shares subject to the option award vested on January 6, 2025 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| (8) | One fourth (1/4) of the shares subject to the option award shall vest on December 9, 2025 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |