11/05/2025 | Press release | Distributed by Public on 11/05/2025 19:12
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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 A Preferred Stock | (1) | (1) | Common Stock | 1,947,477 | (1) | D(2) | |
| Series B Preferred Stock | (3) | (3) | Common Stock | 646,587 | (3) | D(2) | |
| Series C Preferred Stock | (4) | (4) | Common Stock | 773,069 | (4) | D(2) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LSP 7 Cooperative UA JOHANNES VERMEERPLEIN 9 AMSTERDAM, P7 1071 DV |
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| By LSP 7 Management B.V., its director, By /s/ Martijn Kleijwegt, Managing Director | 11/05/2025 | |
| **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) | The Series A Preferred Stock is convertible into Common Stock on a 1-for-7.9557 basis and has no expiration date. Upon the closing of the Issuer's initial public offering ()"IPO"), all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (2) | The securities are directly held by LSP 7 Cooperatief U.A., of which, LSP 7 Management B.V. is the sole director. The managing directors of LSP 7 Management B.V. are Martijn Kleijwegt, Rene Kuijten and Joachim Rothe. |
| (3) | The Series B Preferred Stock is convertible into Common Stock on a 1-for-7.8721 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (4) | The Series C Preferred Stock is convertible into Common Stock on a 1-for-8.518 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. |