10/19/2026 | Press release | Distributed by Public on 10/19/2026 17:53
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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 Convertible Preferred Stock | (1) | 10/16/2026 | C | 1,141,878 | (1) | (1) | Common Stock | 1,141,878 | $ 0 | 0 | I | See footnote(4) | |||
| Series B Convertible Preferred Stock | (2) | 10/16/2026 | C | 731,187 | (2) | (2) | Common Stock | 731,187 | $ 0 | 0 | I | See footnote(4) | |||
| Series B-3 Convertible Preferred Stock | (3) | 10/16/2026 | C | 122,684 | (3) | (3) | Common Stock | 122,684 | $ 0 | 0 | I | See footnote(4) | |||
| Series B-4 Convertible Preferred Stock | (5) | 10/16/2026 | C | 1,458,290 | (5) | (5) | Common Stock | 1,458,290 | $ 0 | 0 | I | See footnote(6) | |||
| Convertible Promissory Notes | (7) | 10/16/2026 | C | 742,546 | 10/16/2026 | 08/14/2028 | Common Stock | 742,546 | $ 0 | 0 | I | See footnote(8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Vogelstein R Jacob C/O IAMBIC THERAPEUTICS, INC. 5627 OBERLIN DRIVE, SUITE 120 SAN DIEGO, CA 92121 |
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| /s/ Sunny Chang, by power of attorney | 10/19/2026 | |
| **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 Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (2) | Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (3) | Each share of Series B-3 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (4) | The shares are held of record by Catalio Nexus Fund III, LP, or Catalio Nexus. Catalio Capital Management, LP, or Catalio Capital Mgmt, a registered investment advisor, is the investment manager for Catalio Nexus. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio Nexus. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. |
| (5) | Each share of Series B-4 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (6) | The shares are held of record by Catalio Access Fund VIII, LLC, or Catalio Access. Catalio Capital Mgmt provides investment management services for Catalio Access. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio Access.The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. |
| (7) | The conversion price was equal to 85% of the Issuer's initial public offering price of $16.00 per share (reflecting a 15% discount). |
| (8) | The shares are held of record by Catalio BH SPV, LLC, or Catalio SPV. Catalio Capital Mgmt is the investment manager for Catalio SPV. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio SPV. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. |