05/08/2026 | Press release | Distributed by Public on 05/08/2026 15:19
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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 E-2 Preferred Stock | (1) | (1) | Common Stock | 1,128,438 | (1) | I | See Footnote(2) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 327,288 | (1) | I | See Footnote(2) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 872,770 | (1) | I | See Footnote(4) |
| Convertible Notes | (3) | (3) | Common Stock | 284,324 | (3) | I | See Footnote(2) |
| Convertible Notes | (3) | (3) | Common Stock | 264,746 | (3) | I | See Footnote(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Osage University GP III, LLC 50 MONUMENT ROAD, SUITE 201 BALA CYNWAD, PA 19004 |
X | |||
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Osage University Partners III, LP 50 MONUMENT ROAD, SUITE 201 BALA CYNWAD, PA 19004 |
X | |||
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Osage University GP IV, LLC 50 MONUMENT ROAD, SUITE 201 BALA CYNWAD, PA 19004 |
X | |||
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Osage University Partners IV, LP 50 MONUMENT ROAD, SUITE 201 BALA CYNWAD, PA 19004 |
X | |||
| /s/ William Harrington, Manager of Osage University GP III, LLC | 05/08/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William Harrington, Manager of Osage University GP III, LLC, the general partner of Osage University Partners III, LP | 05/08/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William Harrington, Manager of Osage University GP IV, LLC | 05/08/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William Harrington, Manager of Osage University GP IV, LLC, the general partner of Osage University Partners IV, LP | 05/08/2026 | |
| **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 our Series F Preferred Stock and Series E-2 Preferred Stock will convert into Common Stock immediately prior to the completion of the Issuer's initial public offering pursuant to its terms. |
| (2) | The securities are held by Osage University Partners III, LP ("OUP III"). Osage University GP III, LLC ("OUP III GP") is the general partner of OUP III. William Harrington ("Mr. Harrington") is a manager of OUP III GP and may be deemed to share voting and dispositive power over the shares held by OUP III. Each of OUP III GP and Mr. Harrington disclaims beneficial ownership over the securities held by OUP III, except to the extent of their pecuniary interests therein, if any. |
| (3) | The Convertible Notes will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Offering"). The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| (4) | The securities are held by Osage University Partners IV, LP ("OUP IV"). Osage University GP IV, LLC ("OUP IV GP") is the general partner of OUP IV. Mr. Harrington is a manager of OUP IV GP and may be deemed to share voting and dispositive power over the shares held by OUP IV. Each of OUP IV GP and Mr. Harrington disclaims beneficial ownership over the securities held by OUP IV, except to the extent of their pecuniary interests therein, if any. |
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Remarks: William Harrington is a member of the Issuer's board of directors and files separate Section 16 reports. |
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