08/04/2026 | Press release | Distributed by Public on 08/04/2026 18:43
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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 B Preferred Stock | (2) | (2) | Common Stock | 782,854(1) | (2) | I | See Footnote(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Redmile Group, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 270 LARKSPUR, CA 94939 |
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Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK, NY 10001 |
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Redmile Biopharma Investments III, L.P. C/O REDMILE GROUP, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 270 LARKSPUR, CA 94939 |
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| By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC | 08/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Jeremy Green | 08/04/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Jeremy Green, Managing Member of Redmile Biopharma Investments III (GP), LLC, general partner of Redmile Biopharma Investments III, L.P. | 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) | Reflects the 1-for-9.29 reverse stock split of the Issuer's outstanding common stock effected on July 29, 2026. |
| (2) | The Series B Preferred Stock is convertible into shares of the Issuer's common stock at the applicable conversion rate for no consideration (i) at any time at the holder's election, or (ii) automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock is redeemable at the option of the holder beginning in March 2035 based on the applicable original issue price, plus all declared but unpaid dividends thereon. The Series B Preferred Stock has no expiration date. |
| (3) | These securities are directly owned by Redmile Biopharma Investments III, L.P., which is managed by Redmile Group, LLC ("Redmile"), and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicle. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |