04/20/2026 | Press release | Distributed by Public on 04/20/2026 16:09
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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 | ||||||||
| Series A-1 Preferred Stock | (1) | 04/20/2026 | C | 16,875,000 | (1) | (1) | Common Stock | 16,875,000 | $ 0 | 0 | I | See footnotes(4)(5) | |||
| Series B Preferred Stock | (2) | 04/20/2026 | C | 4,145,768 | (2) | (2) | Common Stock | 4,145,768 | $ 0 | 0 | I | See footnotes(4)(5) | |||
| Stock Option (right to buy) | $16 | 04/16/2026 | A | 38,300 | (3) | 04/16/2036 | Common Stock | 38,300 | $ 0 | 38,300 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Koppel Adam C/O BAIN CAPITAL LIFE SCIENCES INVESTORS LLC 200 CLARENDON STREET BOSTON, MA 02116 |
X | X | ||
| /s/ Adam Koppel | 04/20/2026 | |
| **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) | Each share of the Issuer's Series A-1 Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering. These securities had no expiration date. |
| (2) | Each share of the Issuer's Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering. These securities had no expiration date. |
| (3) | The options vest and become exercisable as to 100% of the underlying shares on April 16, 2027, subject to Dr. Koppel's continued service through each such vesting date. |
| (4) | Represents securities held directly by BCLS Fund IV Investments, LP ("BCLS Fund IV Investments"). |
| (5) | Dr. Koppel is a Partner of Bain Capital Life Sciences Investors, LLC ("BCLSI"). BCLSI is the ultimate general partner of BCLS Fund IV Investments. As a result, Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund IV Investments. Dr. Koppel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |