08/05/2026 | Press release | Distributed by Public on 08/05/2026 19:14
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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 | (3) | (3) | Common Stock | 9,132,420 | (3) | D(1) | |
| Series A Preferred Stock | (3) | (3) | Common Stock | 7,990,867 | (3) | I | By Forbion Ventures Fund VII Cooperatief U.A.(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Forbion Growth Opportunities Fund III Cooperatief U.A. GOOIMEER 2-35 NAARDEN 1411 DC |
X | |||
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Forbion Growth III Management B.V. GOOIMEER 2-35 NAARDEN 1411 DC |
X | |||
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Forbion Ventures Fund VII Cooperatief U.A. GOOIMEER 2-35 NAARDEN 1411 DC |
X | |||
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Forbion Ventures VII Management B.V. GOOIMEER 2-35 NAARDEN 1411 DC |
X | |||
| Forbion Growth Opportunities Fund III Cooperatief U.A., By: /s/ M.A. van Osch and /s/ G.J. Mulder, Directors of Director of Director | 08/05/2026 | |
| **Signature of Reporting Person | Date | |
| Forbion Growth III Management B.V., By: /s/ M.A. van Osch and /s/ G.J. Mulder, Directors of Director | 08/05/2026 | |
| **Signature of Reporting Person | Date | |
| Forbion Ventures Fund VII Cooperatief U.A., By: /s/ M.A. van Osch and /s/ G.J. Mulder, Directors of Director of Director | 08/05/2026 | |
| **Signature of Reporting Person | Date | |
| Forbion Ventures VII Management B.V., By: /s/ M.A. van Osch and /s/ G.J. Mulder, Directors of Director | 08/05/2026 | |
| **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) | Forbion Growth III Management B.V. ("Forbion Growth III Management") is the director of Forbion Growth Opportunities Fund III Cooperatief U.A. (the "Forbion Growth III") and may be deemed to have voting and dispositive power over the securities beneficially owned by the Forbion Growth III. Each of the Reporting Persons disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such shares for Section 16 or any other purpose. |
| (2) | Forbion Ventures VII Management B.V. ("Forbion VII Director") is the director of Forbion Ventures Fund VII Cooperatief U.A. (the "Forbion Ventures VII") and may be deemed to have voting and dispositive power over the securities beneficially owned by the Forbion Ventures VII. Each of the Reporting Persons disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such shares for Section 16 or any other purpose. |
| (3) | Each share of Series A Preferred Stock is convertible into Common Stock on a one-for-4.38 basis at the option of the holder, and will convert automatically immediately prior to the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Series A Preferred Stock has no expiration date. |