05/12/2026 | Press release | Distributed by Public on 05/12/2026 14:18
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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 | ||||||||
| Convertible Notes | (1) | 01/30/2026(5) | A | 3,411,892.25 | (1) | (1) | Common Stock | 284,324 | $3,411,892.25 | 3,411,892.25 | I | See Footnote(2) | |||
| Convertible Notes | (1) | 01/30/2026(5) | A | 3,176,955.03 | (1) | (1) | Common Stock | 264,746 | $3,176,955.03 | 3,176,955.03 | I | See Footnote(3) | |||
| Convertible Notes | (1) | 05/11/2026 | C | 3,411,892.25 | (1) | (1) | Common Stock | 284,324 | (1) | 0 | I | See Footnote(2) | |||
| Convertible Notes | (1) | 05/11/2026 | C | 3,176,955.03 | (1) | (1) | Common Stock | 264,746 | (1) | 0 | I | See Footnote(3) | |||
| Series E-2 Preferred Stock | (4) | 05/11/2026 | C | 3,930,352 | (4) | (4) | Common Stock | 1,128,438 | (4) | 0 | I | See Footnote(2) | |||
| Series F Preferred Stock | (4) | 05/11/2026 | C | 1,139,946 | (4) | (4) | Common Stock | 327,288 | (4) | 0 | I | See Footnote(2) | |||
| Series F Preferred Stock | (4) | 05/11/2026 | C | 3,039,860 | (4) | (4) | Common Stock | 872,770 | (4) | 0 | I | See Footnote(3) | |||
| 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 | 05/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William Harrington, Manager of Osage University GP III, LLC, the general partner of Osage University Partners III, LP | 05/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William Harrington, Manager of Osage University GP IV, LLC | 05/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William Harrington, Manager of Osage University GP IV, LLC, the general partner of Osage University Partners IV, LP | 05/12/2026 | |
| **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) | The Convertible Notes automatically converted 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. |
| (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"), a member of the Issuer's board of directors, Robert Adelson and Marc Singer are the managers of OUP III GP (the "OUP III GP Managers"). Each of the OUP III GP Managers may be deemed to share voting and dispositive power over the shares held by OUP III. Each of OUP III GP and the OUP III GP Managers disclaims beneficial ownership over the securities held by OUP III, except to the extent of their pecuniary interests therein, if any. |
| (3) | 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, a member of the Issuer's board of directors, Robert Adelson, Marc Singer and Matthew Cohen are the managers of OUP IV GP (the "OUP IV GP Managers"). Each of the OUP IV GP Managers may be deemed to share voting and dispositive power over the shares held by OUP IV. Each of OUP IV GP and the OUP IV GP Managers disclaims beneficial ownership over the securities held by OUP IV, except to the extent of their pecuniary interests therein, if any. |
| (4) | Each share of the Series F Preferred Stock and Series E-2 Preferred Stock converted into Common Stock immediately prior to the completion of the Offering pursuant to its terms. |
| (5) | This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a). |
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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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