03/02/2026 | Press release | Distributed by Public on 03/02/2026 16:43
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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 | ||||||||
| Stock Option (Right to Buy) | $16 | 02/26/2026 | A | 29,561 | (9) | 02/25/2036 | Common Stock | 29,561 | $ 0 | 29,561 | D | ||||
| Series A Preferred Stock | (1) | 03/02/2026 | C | 18,483,785 | (1) | (1) | Common Stock | 12,168,390 | $ 0 | 0 | I | By Flagship Pioneering Fund VI, L.P.(2) | |||
| Series A Preferred Stock | (1) | 03/02/2026 | C | 17,016,215 | (1) | (1) | Common Stock | 11,202,248 | $ 0 | 0 | I | By Flagship Pioneering Fund VII, L.P.(3) | |||
| Series A Preferred Stock | (1) | 03/02/2026 | C | 1,500,000 | (1) | (1) | Common Stock | 987,491 | $ 0 | 0 | I | By Nutritional Health LTP Fund, L.P.(4) | |||
| Series B Preferred Stock | (1) | 03/02/2026 | C | 843,881 | (1) | (1) | Common Stock | 555,550 | $ 0 | 0 | I | By Flagship Pioneering Fund VI, L.P.(2) | |||
| Series B Preferred Stock | (1) | 03/02/2026 | C | 1,265,822 | (1) | (1) | Common Stock | 833,325 | $ 0 | 0 | I | By Flagship Pioneering Fund VII, L.P.(3) | |||
| Series B Preferred Stock | (1) | 03/02/2026 | C | 2,953,586 | (1) | (1) | Common Stock | 1,944,427 | $ 0 | 0 | I | By Flagship Pioneering Special Opportunities Fund II, L.P.(5) | |||
| Series B Preferred Stock | (1) | 03/02/2026 | C | 2,109,704 | (1) | (1) | Common Stock | 1,388,876 | $ 0 | 0 | I | By FPN II, L.P.(6) | |||
| Series C Preferred Stock | (1) | 03/02/2026 | C | 2,531,644 | (1) | (1) | Common Stock | 1,666,651 | $ 0 | 0 | I | By Flagship Pioneering Fund VII, L.P.(3) | |||
| Series C Preferred Stock | (1) | 03/02/2026 | C | 1,265,822 | (1) | (1) | Common Stock | 833,325 | $ 0 | 0 | I | By Flagship Pioneering Special Opportunities Fund II, L.P.(5) | |||
| Series C Preferred Stock | (1) | 03/02/2026 | C | 2,109,704 | (1) | (1) | Common Stock | 1,388,876 | $ 0 | 0 | I | By FPN II, L.P.(6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | X | ||
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Flagship VentureLabs VI LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | |||
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Flagship Pioneering Fund VI, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | |||
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Flagship Pioneering Fund VII, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | |||
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Nutritional Health LTP Fund, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | |||
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Flagship Pioneering Special Opportunities Fund II, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | |||
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FPN II, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE, MA 02142 |
X | |||
| /s/ Noubar B. Afeyan, Ph.D. | 03/02/2026 | |
| **Signature of Reporting Person | Date | |
| Flagship VentureLabs VI LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of Manager | 03/02/2026 | |
| **Signature of Reporting Person | Date | |
| Flagship Pioneering Fund VI, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner | 03/02/2026 | |
| **Signature of Reporting Person | Date | |
| Flagship Pioneering Fund VII, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner | 03/02/2026 | |
| **Signature of Reporting Person | Date | |
| Nutritional Health LTP Fund, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner | 03/02/2026 | |
| **Signature of Reporting Person | Date | |
| Flagship Pioneering Special Opportunities Fund II, L.P., By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner | 03/02/2026 | |
| **Signature of Reporting Person | Date | |
| FPN II, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner | 03/02/2026 | |
| **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) | Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of Flagship Fund VI GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (2) | Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.5190 basis upon the closing of the Issuer's initial public offering on March 2, 2026. The Preferred Stock had no expiration date. |
| (3) | Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (4) | Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (5) | Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (6) | Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (7) | Securities held by Pioneering Medicine 02, LLC ("PM02"). Charles R. Carelli, Jr., Chief Financial Officer of Flagship Pioneering, is the sole manager of PM02, and Flagship Fund VII is its majority equity holder. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (8) | Securities held by Flagship VentureLabs VI LLC ("VentureLabs VI"). Flagship VentureLabs VI Manager LLC ("VentureLabs VI Manager") is the manager of VentureLabs VI. Flagship Pioneering is the manager of VentureLabs VI Manager. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. |
| (9) | The shares underlying this option shall vest in full on February 19, 2027, subject to the Reporting Person's continued service on such vesting date. |
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Remarks: Form 1 of 2: This is the first of two Forms 4 being filed relating to the same event. The Form 4 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer Noubar Afeyan. |
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