02/04/2026 | Press release | Distributed by Public on 02/04/2026 20:35
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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 | 1,340,878 | (1) | I | See footnote(2) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 335,521 | (3) | I | See footnote(2) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 697,885 | (3) | I | See footnote(4) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 348,942 | (3) | I | See footnote(5) |
| Series B-1 Preferred Stock | (6) | (6) | Common Stock | 37,855 | (6) | I | See footnote(2) |
| Series B-1 Preferred Stock | (6) | (6) | Common Stock | 37,855 | (6) | I | See footnote(4) |
| Series B-1 Preferred Stock | (6) | (6) | Common Stock | 37,855 | (6) | I | See footnote(5) |
| Series B-1 Preferred Stock | (6) | (6) | Common Stock | 408,725 | (6) | I | See footnote(7) |
| Series C Preferred Stock | (8) | (8) | Common Stock | 1,626 | (8) | I | See footnote(4) |
| Series C Preferred Stock | (8) | (8) | Common Stock | 922 | (8) | I | See footnote(5) |
| Series C-1 Preferred Stock | (9) | (9) | Common Stock | 67,207 | (9) | I | See footnote(4) |
| Series C-1 Preferred Stock | (9) | (9) | Common Stock | 38,133 | (9) | I | See footnote(5) |
| Series D Preferred Stock | (10) | (10) | Common Stock | 229,428 | (10) | I | See footnote(2) |
| Series D Preferred Stock | (10) | (10) | Common Stock | 458,855 | (10) | I | See footnote(4) |
| Warrants | 02/14/2025 | 02/14/2030 | Common Stock | 17,092 | $43.59 | I | See footnote(2) |
| Warrants | 02/14/2025 | 02/14/2030 | Common Stock | 34,185 | $43.59 | I | See footnote(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Foresite Capital Management IV, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Fund IV, L.P. C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Fund V, L.P. C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Management V, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Opportunity Fund V, L.P. C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital Opportunity Management V, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital VI-A, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
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Foresite Capital VI-A Management, LLC C/O FORESITE CAPITAL MANAGEMENT 9200 SUNSET BLVD SUITE 515 WEST HOLLYWOOD, CA 90069 |
X | |||
| Foresite Capital Fund IV, L.P., By: Foresite Capital Management IV, LLC, its General Partner, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital Management IV, LLC, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital Fund V, L.P., By: Foresite Capital Management V, LLC, its General Partner, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital Management V, LLC, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital Opportunity Fund V, L.P., By: Foresite Capital Opportunity Management V, LLC, its General Partner, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital Opportunity Management V, LLC, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital Fund VI-A, LLC, By: Foresite Capital VI-A Management, LLC, its General Partner, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **Signature of Reporting Person | Date | |
| Foresite Capital VI-A Management, LLC, By: James B. Tananbaum, Managing Member /s/ James B. Tananbaum | 02/04/2026 | |
| **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) | The Series A Preferred Stock is convertible into Common Stock on a 1-for-7.4578 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 shares are held by Foresite Capital Fund IV, L.P ("Fund IV"). Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over the securities held by Fund IV. James B. Tananbaum is the managing member of FCM IV and may be deemed to share voting and dispositive power over such securities. Each of the Reporting Persons disclaims the existence of a "group," as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, other than Fund IV, disclaims beneficial ownership of the shares held by Fund IV, except to the extent of such person's pecuniary interest in such securities. |
| (3) | The Series A-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series A-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (4) | The shares are held by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over the securities held by Fund V. James B. Tananbaum is the managing member of FCM V and may be deemed to share voting and dispositive power over such securities. Each of the Reporting Persons disclaims the existence of a "group," as defined in Rule 13d-5 of the Exchange Act, and, other than Fund V, disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities. |
| (5) | The shares are held by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over the shares held by Opportunity Fund V. James B. Tananbaum is the managing member of FCOM V and may be deemed to share voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group," as defined in Rule 13d-5 of the Exchange Act, and, other than Opportunity Fund V, disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities. |
| (6) | The Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (7) | The shares are held by Foresite Capital VI-A, LLC ("Fund VI-A"). Foresite Capital VI-A Management, LLC ("FC VI-A Management") is the managing member of Fund VI-A and may be deemed to have sole voting and dispositive power over the shares held by Fund VI-A. James B. Tananbaum is the managing member of FC VI-A Management and may be deemed to share voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group," as defined in Rule 13d-5 of the Exchange Act, and, other than Fund VI-A, disclaims beneficial ownership of the shares held by Fund VI-A, except to the extent of such person's pecuniary interest in such securities. |
| (8) | The Series C Preferred Stock is convertible into Common Stock on a 1-for-7.4578 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. |
| (9) | The Series C-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| (10) | The Series D Preferred Stock is convertible into Common Stock on a 1-for 7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. |