05/04/2026 | Press release | Distributed by Public on 05/04/2026 16:03
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-2 Preferred Stock | (1) | 05/04/2026 | C | 2,513,686 | (1) | (1) | Common Stock | 2,513,686 | $ 0 | 0 | I | By ARCH Venture Fund XII, L.P.(2) | |||
| Series B Preferred Stock | (1) | 05/04/2026 | C | 2,681,265 | (1) | (1) | Common Stock | 2,681,265 | $ 0 | 0 | I | By ARCH Venture Fund XII, L.P.(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ARCH Venture Partners XII, LLC 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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ARCH Venture Partners XII, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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ARCH Venture Fund XII, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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CRANDELL KEITH 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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NELSEN ROBERT 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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Burow Kristina 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
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GILLIS STEVEN 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO, IL 60631 |
X | |||
| ARCH Venture Fund XII, L.P. By: ARCH Venture Partners XII, L.P., its General Partner By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Partners XII, L.P. By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| ARCH Venture Partners XII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact | 05/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert Nelsen, By: Mark McDonnell, attorney-in-fact | 05/04/2026 | |
| **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-2 and Series B Preferred Stock (collectively, the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date. |
| (2) | Shares held directly by ARCH Venture Fund XII, L.P. ("ARCH XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP") is the sole general partner of ARCH XII. ARCH Venture Partners XII, LLC ("AVP XII LLC") is the sole general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XII LLC (the "AVP XII LLC Committee Members"). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. |