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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 Prime Preferred Stock | (1) | 10/15/2024 | C | 11,251,624 | (1) | (1) | Common Stock | 1,003,193 | (1) | 0 | I | By Northpond Ventures II, LP (2) | |||
| Series B Preferred Stock | (1) | 10/15/2024 | C | 5,287,303 | (1) | (1) | Common Stock | 471,415 | (1) | 0 | I | By Northpond Ventures, LP (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Northpond Ventures II GP, LLC 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Northpond Ventures II, LP 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Northpond Ventures GP, LLC 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Northpond Ventures, LP 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Northpond Ventures III GP, LLC 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Northpond Ventures III, LP 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Rubin Michael P. C/O NORTHPOND VENTURES 7500 OLD GEORGETOWN ROAD, SUITE 800 BETHESDA, MD 20814 |
X | |||
| Northpond Ventures II GP, LLC, By: /s/ Patrick Smerkers, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| Northpond Ventures II, LP, By: Northpond Ventures II GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| Northpond Ventures III GP, LLC, By: /s/ Patrick Smerkers, Auhorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| Northpond Ventures III, LP, By: Northpond Ventures III GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael P. Rubin | 10/17/2024 | |
| **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) | Each share of Series A Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a 11.2158-for-one basis without payment of further consideration. Immediately prior to the closing of the Issuer's initial public offering, the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. |
| (2) | The shares are held directly by Northpond Ventures II, LP ("Northpond Fund II"). Northpond Ventures II GP, LLC ("Northpond II GP") is the general partner of Northpond Fund II, and Michael P. Rubin is the managing member of Northpond II GP. As a result, each of Northpond II GP and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund II. Each of Northpond II GP and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| (3) | The shares are held directly by Northpond Ventures, LP ("Northpond Fund I"). Northpond Ventures GP, LLC ("Northpond GP I") is the general partner of Northpond Fund I, and Michael P. Rubin is the managing member of Northpond GP I. As a result, each of Northpond GP I and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund I. Each of Northpond GP I and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| (4) | The shares are held directly by Northpond Ventures III, LP ("Northpond Fund III"). Northpond Ventures III GP, LLC ("Northpond III GP") is the general partner of Northpond Fund III, and Michael P. Rubin is the managing member of Northpond III GP. As a result, each of Northpond III GP and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund III. Each of Northpond III GP and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |