02/04/2026 | Press release | Distributed by Public on 02/04/2026 20:30
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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 | (1) | (1) | Common Stock | 1,340,878 | (1) | I | See footnote(2) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 1,046,827 | (3) | I | See footnote(2) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 335,521 | (3) | I | See footnote(4) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 106,785 | (5) | I | See footnote(4) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 71,190 | (5) | I | See footnote(6) |
| Series B-1 Preferred Stock | (7) | (7) | Common Stock | 709,234 | (7) | I | See footnote(4) |
| Series B-1 Preferred Stock | (7) | (7) | Common Stock | 472,822 | (7) | I | See footnote(6) |
| Series C Preferred Stock | (8) | (8) | Common Stock | 40,677 | (8) | I | See footnote(6) |
| Series C-1 Preferred Stock | (9) | (9) | Common Stock | 194,510 | (9) | I | See footnote(6) |
| Series D Preferred Stock | (10) | (10) | Common Stock | 1,376,566 | (10) | I | See footnote(6) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wolfe Josh C/O EIKON THERAPEUTICS, INC. 230 HARRIET TUBMAN WAY MILLBRAE, CA 94030 |
X | X | ||
| /s/ Benjamin Thorner, Attorney-in-Fact | 02/04/2026 | |
| **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) | The Series A Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's initial public offering ("IPO"), all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (2) | These shares are held by Lux Ventures V, L.P. ("LVV"). Lux Venture Partners V, LLC ("LVPV") is the general partner of LVV and exercises voting and dispositive power over the shares noted herein held by LVV. Peter Hebert and the Reporting Person (the "Individual Lux Managers") are the individual managing members of LVPV. The Individual Lux Managers, as the sole managers of LVPV, may be deemed to beneficially own the shares held by LVV. The Reporting Person disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein. |
| (3) | The Series A-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series A-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (4) | These shares are held by Lux Co-Invest Opportunities II, L.P. ("LCIO II"). Lux Co-Invest Partners II, LLC ("LCIP II") is the general partner of LCIO II and exercises voting and dispositive power over the shares noted herein held by LCIO II. The Individual Lux Managers are the individual managing members of LCIP II, and as the sole managers of LCIP II, may be deemed to beneficially own the shares held by LCIO II. The Reporting Person disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein. |
| (5) | The Series B Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (6) | These shares are held by Lux Total Opportunities, L.P., ("LTO"). Lux Total Opportunities Partners, LLC ("LTOP") is the general partner of LTO and exercises voting and dispositive power over the shares noted herein held by LTO. The Individual Lux Managers are the individual managing members of LTOP, and as the sole managers of LTOP, may be deemed to beneficially own the shares held by LTO. The Reporting Person disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein. |
| (7) | The Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (8) | The Series C Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (9) | The Series C-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (10) | The Series D Preferred Stock is convertible into Common Stock on a 1-for 7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. |
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Remarks: Exhibit List - Exhibit 24 - Power of Attorney |
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