10/19/2026 | Press release | Distributed by Public on 10/19/2026 14:12
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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 | ||||
| Employee Stock Option (Right to Buy) | (1) | 03/15/2036 | Common Stock | 30,442(2) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (3) | 03/15/2036 | Common Stock | 5,626(4) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 07/24/2027 | Common Stock | 173(5) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 10/19/2030 | Common Stock | 208(6) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 10/19/2030 | Common Stock | 69(7) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 10/19/2030 | Common Stock | 104(8) | $1.8 | D | |
| Employee Stock Option (Right to Buy) | (1) | 03/01/2031 | Common Stock | 34(9) | $1.84 | D | |
| Employee Stock Option (Right to Buy) | (1) | 03/01/2031 | Common Stock | 138(10) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 01/26/2032 | Common Stock | 346(11) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 01/26/2033 | Common Stock | 1,213(12) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 03/14/2034 | Common Stock | 5,278(13) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (1) | 08/12/2034 | Common Stock | 3,026(14) | $1.81 | D | |
| Employee Stock Option (Right to Buy) | (15) | 02/10/2035 | Common Stock | 2,774(16) | $1.8 | D | |
| Employee Stock Option (Right to Buy) | (1) | 05/11/2036 | Common Stock | 92,168(17) | $16.81 | D | |
| Employee Stock Option (Right to Buy) | (18) | 05/11/2036 | Common Stock | 92,168(17) | $16.81 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fandrick Keith R. C/O IRULYA THERAPEUTICS INC. 101 COLLEGE STREET, SUITE 210 NEW HAVEN, CT 06510 |
Chief Operating Officer | |||
| /s/ John Militello, Attorney-in-Fact | 10/19/2026 | |
| **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) | Immediately exercisable. |
| (2) | Received in exchange for a stock option to acquire 608,856 shares of Orphai Therapeutics, LLC ("Orphai") common stock with an exercise price of $0.09 per share pursuant to an Agreement and Plan of Merger, dated May 17, 2026 (the "Merger Agreement"), by and among the Issuer, Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Orphai Holdings Therapeutics, Inc., a Delaware corporation ("HoldCo") and Orphai. |
| (3) | Beginning March 16, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the Orphai's 2026 Stock Incentive Plan (the "2026 Plan")) wih the Issuer as of each such vesting date. |
| (4) | Received in exchange for stock options to acquire an aggregate of 112,537 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (5) | Received in exchange for stock options to acquire an aggregate of 3,467 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (6) | Received in exchange for stock options to acquire an aggregate of 4,161 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (7) | Received in exchange for stock options to acquire an aggregate of 1,387 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (8) | Received in exchange for stock options to acquire an aggregate of 2,080 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (9) | Received in exchange for stock options to acquire an aggregate of 693 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (10) | Received in exchange for stock options to acquire an aggregate of 2,774 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (11) | Received in exchange for stock options to acquire an aggregate of 6,935 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (12) | Received in exchange for stock options to acquire an aggregate of 24,272 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (13) | Received in exchange for stock options to acquire an aggregate of 105,577 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (14) | Received in exchange for stock options to acquire an aggregate of 60,522 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (15) | 25% of the shares subject to the option vested on February 11, 2026 and the remaining shares vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the 2026 Plan) with the Issuer as of each such vesting date. |
| (16) | Received in exchange for stock options to acquire an aggregate of 55,480 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement. |
| (17) | Received in exchange for stock options to acquire an aggregate of 1,843,370 shares of Orphai common stock with an exercise price of $0.84 per share pursuant to the Merger Agreement. |
| (18) | Beginning May 21, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the 2026 Plan) wih the Issuer as of each such vesting date. |
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Remarks: Exhibit 24 - Power of Attorney. |
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