11/10/2026 | Press release | Distributed by Public on 11/10/2026 16:18
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $1.26(1) | 11/06/2026 | A | 203,851 | (2) | 02/09/2036 | Common Stock | 203,851 | (3)(4) | 203,851 | D | ||||
| Stock Option (right to buy) | $13.48 | 11/06/2026 | D | 203,851 | (2) | 02/09/2036 | Common Stock | 203,851 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $1.26(5) | 11/06/2026 | A | 549,534 | (6) | 06/11/2035 | Common Stock | 549,534 | (3)(4) | 549,534 | D | ||||
| Stock Option (right to buy) | $11.29 | 11/06/2026 | D | 549,534 | (6) | 06/11/2035 | Common Stock | 549,534 | (3)(4) | 0 | D | ||||
| Stock Option (right to buy) | $1.26(7) | 11/06/2026 | A | 40,566 | (8) | 07/20/2034 | Common Stock | 40,566 | (3)(4) | 40,566 | D | ||||
| Stock Option (right to buy) | $4.24 | 11/06/2026 | D | 40,566 | (8) | 07/20/2034 | Common Stock | 40,566 | (3)(4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Lee Tien-Li C/O AARDVARK THERAPEUTICS, INC. 4370 LA JOLLA VILLAGE DRIVE, SUITE 1050 SAN DIEGO, CA 92122 |
X | X | Chief Executive Officer | |
| /s/ Nelson Sun, as Attorney-in-Fact | 11/10/2026 | |
| **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) | If this option is exercised prior to the end of the Retention Period (as defined in footnote (3)), the exercise price per share for such exercise shall be $13.48, the original exercise price per share, and not the New Exercise Price (as defined in footnote (3)) reflected in Column 2. |
| (2) | 1/4th of the shares subject to the option shall vest on February 9, 2027, and 1/48th of the shares subject to the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive. |
| (3) | On August 14, 2026, the stockholders of the Issuer approved a proposal to reprice certain eligible outstanding stock options, including the stock options with exercise prices of $13.48, $11.29 and $4.24 listed in Table II (the "Repriced Options"). In accordance with this approval, on November 6, 2026, the exercise price of each Repriced Option was reduced to $1.26 (the "New Exercise Price"); provided that, for the New Exercise Price to apply, the Reporting Person must remain in Continuous Service (as defined in the applicable equity plan governing such option) with the Issuer from November 6, 2026 until the earlier of (i) November 6, 2027 and (ii) a Change in Control (as defined in the applicable equity plan governing such option) during the Reporting Person's Continuous Service with the Issuer (upon which such option shall accelerate in full) (such period, the "Retention Period"). |
| (4) | (Continued from footnote 3) Following the repricing, each Repriced Option retains its respective original vesting schedule and expiration date. |
| (5) | If this option is exercised prior to the end of the Retention Period, the exercise price per share for such exercise shall be $11.29, the original exercise price per share, and not the New Exercise Price reflected in Column 2. |
| (6) | 1/4th of the shares subject to the option vested on June 11, 2026, and 1/48th of the shares subject to the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive. |
| (7) | If this option is exercised prior to the end of the Retention Period, the exercise price per share for such exercise shall be $4.24, the original exercise price per share, and not the New Exercise Price reflected in Column 2. |
| (8) | 1/48th of the original number of shares subject to the option vested on July 27, 2024, and 1/48th of the original number of shares subject to the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each vesting date, inclusive. |