06/16/2026 | Press release | Distributed by Public on 06/16/2026 14:23
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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 | ||||
| Employee Stock Option (right to buy) | (1) | 01/24/2036 | Common Stock | 8,718(2)(3) | $1.16 | D | |
| Employee Stock Option (right to buy) | (4) | 05/10/2034 | Common Stock | 5,929(3)(5) | $5.22 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ramasastry Saira C/O FAETH THERAPEUTICS, INC. 701 TILLERY STREET #12 #1010 AUSTIN, TX 78702 |
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| /s/ Josiah Craver, Attorney-in-Fact | 06/16/2026 | |
| **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) | Beginning August 1, 2022, the shares subject to the option vest in a series of twenty-four (24) successive equal monthly installments. |
| (2) | Received in exchange for or a stock option to acquire an aggregate 43,739 shares of Faeth Holdings Therapeutics, Inc. ("HoldCo") common stock with an exercise price of $0.23 per share pursuant to an Agreement and Plan of Merger, dated February 17, 2026 (the "Merger Agreement"), by and among the Company, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Second Merger Sub"), HoldCo and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"). |
| (3) | Under the terms of the Merger Agreement, on February 17, 2026, First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Company, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Company (such mergers, the "Merger"). |
| (4) | Fully vested. |
| (5) | Received in exchange for a stock option to acquire an aggregate 29,746 shares of Faeth common stock with an exercise price of $1.04 per share pursuant to the Merger Agreement. |
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Remarks: Exhibit 24 - Power of Attorney |
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