City Therapeutics Inc

10/15/2026 | Press release | Distributed by Public on 10/15/2026 19:07

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NELSEN ROBERT
2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2026
3. Issuer Name and Ticker or Trading Symbol
CITY THERAPEUTICS, INC. [CTY]
(Last) (First) (Middle)
399 BINNEY STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
CAMBRIDGE, MA 02142
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,718,292 I By ARCH Venture Fund XII, L.P.(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed convertible preferred stock (2) (2) Common Stock 3,294,900 (2) I By ARCH Venture Fund XII, L.P.(1)
Series A convertible preferred stock (2) (2) Common Stock 5,482,309 (2) I By ARCH Venture Fund XII, L.P.(1)
Series B convertible preferred stock (2) (2) Common Stock 2,027,006 (2) I By ARCH Venture Fund XII, L.P.(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NELSEN ROBERT
399 BINNEY STREET
CAMBRIDGE, MA 02142
X X

Signatures

/s/ Mary Beth DeLena, Attorney-in-Fact 10/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Shares held directly by ARCH Venture Fund XII, L.P. ("ARCH XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP") is the sole general partner of ARCH XII. ARCH Venture Partners XII, LLC ("AVP XII LLC") is the sole general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XII LLC (the "AVP XII LLC Committee Members"). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any.
(2) Each share of Series Seed convertible preferred stock, Series A convertible preferred stock and Series B convertible preferred stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-to-1.0983 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.

Remarks:
Exhibit 24 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
City Therapeutics Inc published this content on October 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2026 at 01:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]