07/22/2026 | Press release | Distributed by Public on 07/22/2026 15:31
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
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RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
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RA Capital Nexus Fund, L.P. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
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RA Capital Nexus Fund II, L.P. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
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RA Capital Nexus Fund III, L.P. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
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Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
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Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
| /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P. | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P. | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, individually | 07/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Rajeev Shah, individually | 07/22/2026 | |
| **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) | Received on July 20, 2026 pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer, StarNet Merger Sub II, LLC, a wholly-owned subsidiary of the Issuer, and Freenome Holdings, Inc. ("Old Freenome") (the "Business Combination"). |
| (2) | Received in the Business Combination in exchange for 4,886,446 shares of Series B Preferred Stock, 4,111,335 shares of Series C Preferred Stock, 4,093,925 shares of Series D Preferred Stock and 10,103,180 shares of Series F Preferred Stock of Old Freenome. |
| (3) | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. |
| (4) | Held directly by the Fund. |
| (5) | Received in the Business Combination in exchange for 1,920,093 shares of Series B Preferred Stock and 1,512,104 shares of Series C Preferred Stock of Old Freenome. |
| (6) | Held directly by the Nexus Fund. |
| (7) | Received in the Business Combination in exchange for 1,754,539 shares of Series D Preferred Stock and 202,739 shares of Series F Preferred Stock of Old Freenome. |
| (8) | Held directly by Nexus Fund II. |
| (9) | Received in the Business Combination in exchange for 3,210,040 shares of Series F Preferred Stock of Old Freenome. |
| (10) | Held directly by Nexus Fund III. |
| (11) | Received in the Business Combination in exchange for 873,834 shares of Series B Preferred Stock and 424,978 shares of Series C Preferred Stock of Old Freenome. |
| (12) | Held directly by the Account. |
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Remarks: Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors. |
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