05/07/2026 | Press release | Distributed by Public on 05/07/2026 15:45
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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 | 1,610,903 | (1) | I | See Footnotes(2)(3)(4) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 295,906 | (1) | I | See Footnotes(2)(3)(4) |
| Series E-2 Preferred Stock | (1) | (1) | Common Stock | 81,755 | (1) | I | See Footnotes(3)(4)(5) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 15,017 | (1) | I | See Footnotes(3)(4)(5) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 1,309,155 | (1) | I | See Footnotes(3)(4)(6) |
| Convertible Notes | (7) | (7) | Common Stock | 314,090 | (7) | I | See Footnotes(3)(4)(8) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Presidio Management Group XII, L.L.C. C/O U.S. VENTURE PARTNERS 1460 EL CAMINO REAL SUITE 100 MENLO PARK, CA 94025 |
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U.S. Venture Partners XII, L.P. 1460 EL CAMINO REAL SUITE 100 MENLO PARK, CA 94025 |
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| Dale Holladay, Authorized Signatory on behalf of Presidio Management Group XII, L.L.C. | 05/07/2026 | |
| **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 Series E-2 Preferred Stock and Series F Preferred Stock will convert into 0.287108814 shares of common stock immediately prior to the completion of the Issuer's initial public offering. The shares reported in Table II above are on an as-converted basis and have no expiration date. |
| (2) | These securities are held by U.S. Venture Partners XII, L.P. ("USVP XII"). |
| (3) | Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. |
| (4) | Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz are managing members of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner and a managing member of PMG XII and PMG SFI, respectively, and may be deemed to share voting and dispositive power over the reported securities held by USVP. Each such persons and entities disclaim beneficial ownership of the reported securities held by USVP, except to the extent of any pecuniary interest therein. |
| (5) | These securities are held by USVP XII-A. |
| (6) | These securities are held by USVP SFI, on its own behalf and as nominee for USVP SFI-A. |
| (7) | 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. |
| (8) | Convertible Notes held by USVP SFI, on its own behalf and as nominee for USVP SFI-A. |