08/04/2026 | Press release | Distributed by Public on 08/04/2026 17:42
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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 | 2,311,870 | (1) | D(2) | |
| Series B Preferred Stock | (1) | (1) | Common Stock | 821,998 | (1) | D(2) | |
| Series C Preferred Stock | (1) | (1) | Common Stock | 665,147 | (1) | D(2) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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venBio Global Strategic Fund IV, L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA 94158 |
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| venBio Global Strategic Fund IV, L.P., by: venBio Global Strategic GP IV, LLC, its general partner, by: /s/ David Pezeshki, as attorney-in-fact | 08/04/2026 | |
| **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) | In connection with the completion of the Issuer's initial public offering of its common stock ("Common Stock"), each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock on a one-for-one basis, as adjusted to reflect the 1-for-9.29 reverse stock split of the Common Stock effected on July 29, 2026, without payment of further consideration. |
| (2) | These securities are held directly by venBio Global Strategic Fund IV, L.P. ("Fund IV"). venBio Global Strategic GP IV, LLC ("General Partner IV") is the sole general partner of Fund IV. Richard Gaster, Corey Goodman, and Aaron Royston are the members of General Partner IV, and, in reliance on the "rule of three," each disclaims beneficial ownership over the securities held directly by Fund IV. |
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Remarks: Exhibit 24.1 - Power of Attorney. Exhibit 24.2 - Power of Attorney. |
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