04/22/2026 | Press release | Distributed by Public on 04/22/2026 04:05
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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-2 convertible preferred stock | (2) | 04/20/2026 | C | 4,968,789 | (2) | (2) | Common Stock | 9,477,719 | $ 0 | 0 | D | ||||
| Series A-2 convertible non-voting preferred stock | (2) | 04/20/2026 | C | 708,814 | (2) | (2) | Common Stock | 2,034,133 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Jiangsu Hengrui Pharmaceuticals Co., Ltd. 7 KUNLUNSHAN RD, ECON. & TECH. DEV. ZONE LIANYUNGANG 222000 |
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| Jiangsu Hengrui Pharmaceuticals Co., Ltd. /s/ Lau Kin Chun, Financial Controller, on behalf of Jiangsu Hengrui Pharmaceuticals Co., Ltd. | 04/22/2026 | |
| **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) | The reported securities are directly held by Hengrui (USA) Ltd. Hengrui (USA) Ltd. is a wholly-owned subsidiary of Jiangsu Hengrui Pharmaceuticals Co., Ltd. |
| (2) | The Series A-2 convertible preferred stock and Series A-2 convertible non-voting preferred stock (collectively, the "Preferred Stock") of the Issuer are convertible into shares of Common Stock of the Issuer at the holder's election and have no expiration date. All shares of the Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock. |