10/22/2026 | Press release | Distributed by Public on 10/22/2026 19:25
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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 C Preferred Stock | (1) | (1) | Common Stock | 3,802,108(2) | (1) | I | By Funds(3)(4) |
| Series D Preferred Stock | (1) | (1) | Common Stock | 977,685(5) | (1) | I | By Funds(4)(6) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Venrock Healthcare Capital Partners III, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Co-Investment Holdings III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Venrock Healthcare Capital Partners EG, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management EG, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Venrock Healthcare Capital Partners XP, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management XP, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Koh Bong Y C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Shah Nimish P C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
| Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| Venrock Healthcare Capital Partners XP, L.P., By: VHCP Management XP, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management XP, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| Bong Koh, By: /s/ Sherman G. Souther, Attorney-in-fact | 10/22/2026 | |
| **Signature of Reporting Person | Date | |
| Nimish Shah, By: /s/ Sherman G. Souther, Attorney-in-fact | 10/22/2026 | |
| **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) | Each share of Series C Preferred Stock and Series D Preferred Stock is convertible into Common Stock on a one-for-0.221793422 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock have no expiration date. |
| (2) | Consists of (i) 828,479 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 82,885 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 2,890,744 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). |
| (3) | VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own the shares held by VHCP3 and VHCP Co-3. Bong Koh and Nimish Shah are the voting members of VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM3 and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |
| (4) | VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCP EG and may be deemed to beneficially own the shares held by VHCP EG. Bong Koh and Nimish Shah are the voting members of VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |
| (5) | Consists of (i) 325,895 shares held by VHCP EG and (ii) 651,790 shares held by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP"). |
| (6) | VHCP Management XP, LLC ("VHCPMXP") is the general partner of VHCP XP and may be deemed to beneficially own the shares held by VHCP XP. Bong Koh and Nimish Shah are the voting members of VHCPMXP and may be deemed to beneficially own these shares. Each of VHCPMXP and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |