Orbimed Advisors LLC bought $15.0M of ASPE stock

By AlphaYouPublished Nov 5, 2026Form 4

Stocks in this disclosure

Reported activity

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

Reporting filer

Orbimed Advisors LLC reported buying 1,000,000 shares of Aspen Neuroscience, Inc. for about $15.0M ($15.00 a share on average). Form 4 filed Nov 4, 2026 lists 11 entries.

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Disclosed: Nov 4, 2026

Reported details

11 entries

All validated entries in this disclosure
Security	Owner	Date	Code	Action	Quantity	Price	Following holdings	Reporting delay	Filed terms and references
Common Stock	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	196541	Not stated (see footnotes)	196,541	2 days	Filed terms security Title: Common Stock transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 196541 id: F1 transaction Acquired Disposed Code: A shares Owned Following Transaction: 196541 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Common Stock	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	642745	Not stated (see footnotes)	839,286	2 days	Filed terms security Title: Common Stock transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 642745 id: F1 transaction Acquired Disposed Code: A shares Owned Following Transaction: 839286 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Common Stock	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	616984	Not stated (see footnotes)	1,456,270	2 days	Filed terms security Title: Common Stock transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 616984 id: F1 transaction Acquired Disposed Code: A shares Owned Following Transaction: 1456270 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Common Stock	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	625743	Not stated (see footnotes)	2,082,013	2 days	Filed terms security Title: Common Stock transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 625743 id: F1 transaction Acquired Disposed Code: A shares Owned Following Transaction: 2082013 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Common Stock	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	507119	Not stated (see footnotes)	2,589,132	2 days	Filed terms security Title: Common Stock transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 507119 id: F1 transaction Acquired Disposed Code: A shares Owned Following Transaction: 2589132 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Common Stock	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	P	Purchase	1000000	15.00	3,589,132	2 days	Filed terms security Title: Common Stock transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: P equity Swap Involved: 0 transaction Timeliness: transaction Shares: 1000000 id: F2 transaction Price Per Share: 15.00 transaction Acquired Disposed Code: A shares Owned Following Transaction: 3589132 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Series Seed-2 Convertible Preferred Stock (derivative)	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	196541	0	0	2 days	Filed terms security Title: Series Seed-2 Convertible Preferred Stock id: F1 transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 196541 transaction Price Per Share: 0 transaction Acquired Disposed Code: D id: F1 id: F1 underlying Security Title: Common Stock underlying Security Shares: 196541 shares Owned Following Transaction: 0 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Series A-1 Convertible Preferred Stock (derivative)	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	642745	0	0	2 days	Filed terms security Title: Series A-1 Convertible Preferred Stock id: F1 transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 642745 transaction Price Per Share: 0 transaction Acquired Disposed Code: D id: F1 id: F1 underlying Security Title: Common Stock underlying Security Shares: 642745 shares Owned Following Transaction: 0 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Series A-2 Convertible Preferred Stock (derivative)	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	616984	0	0	2 days	Filed terms security Title: Series A-2 Convertible Preferred Stock id: F1 transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 616984 transaction Price Per Share: 0 transaction Acquired Disposed Code: D id: F1 id: F1 underlying Security Title: Common Stock underlying Security Shares: 616984 shares Owned Following Transaction: 0 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Series B Convertible Preferred Stock (derivative)	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	625743	0	0	2 days	Filed terms security Title: Series B Convertible Preferred Stock id: F1 transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 625743 transaction Price Per Share: 0 transaction Acquired Disposed Code: D id: F1 id: F1 underlying Security Title: Common Stock underlying Security Shares: 625743 shares Owned Following Transaction: 0 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4
Series C Convertible Preferred Stock (derivative)	ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC	2026-11-02	C	Conversion	507119	0	0	2 days	Filed terms security Title: Series C Convertible Preferred Stock id: F1 transaction Date: 2026-11-02 deemed Execution Date: transaction Form Type: 4 transaction Code: C equity Swap Involved: 0 transaction Timeliness: transaction Shares: 507119 transaction Price Per Share: 0 transaction Acquired Disposed Code: D id: F1 id: F1 underlying Security Title: Common Stock underlying Security Shares: 507119 shares Owned Following Transaction: 0 direct Or Indirect Ownership: I nature Of Ownership: See footnotes id: F3 id: F4

Common Stock

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 196541
Price: Not stated (see footnotes)
Following holdings: 196,541
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 196541
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 196541
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 642745
Price: Not stated (see footnotes)
Following holdings: 839,286
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 642745
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 839286
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 616984
Price: Not stated (see footnotes)
Following holdings: 1,456,270
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 616984
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 1456270
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 625743
Price: Not stated (see footnotes)
Following holdings: 2,082,013
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 625743
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 2082013
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 507119
Price: Not stated (see footnotes)
Following holdings: 2,589,132
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 507119
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 2589132
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: P
Action: Purchase
Quantity: 1000000
Price: 15.00
Following holdings: 3,589,132
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: P
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 1000000
id: F2
transaction Price Per Share: 15.00
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 3589132
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series Seed-2 Convertible Preferred Stock (derivative)

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 196541
Price: 0
Following holdings: 0
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Series Seed-2 Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 196541
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 196541
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series A-1 Convertible Preferred Stock (derivative)

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 642745
Price: 0
Following holdings: 0
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Series A-1 Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 642745
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 642745
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series A-2 Convertible Preferred Stock (derivative)

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 616984
Price: 0
Following holdings: 0
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Series A-2 Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 616984
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 616984
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series B Convertible Preferred Stock (derivative)

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 625743
Price: 0
Following holdings: 0
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Series B Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 625743
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 625743
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series C Convertible Preferred Stock (derivative)

Owner: ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC
Date: 2026-11-02
Code: C
Action: Conversion
Quantity: 507119
Price: 0
Following holdings: 0
Reporting delay: 2 days
Filed terms and references: Filed terms
security Title: Series C Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 507119
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 507119
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Purchases, sales, grants and option exercises are different transactions. The reported code identifies the action; it does not establish a motive.

Filing context

Quantities and prices are shown in the units filed. No trade value is inferred from their product.
ORBIMED ADVISORS LLC: Director, 10% owner.
OrbiMed Capital GP VII LLC: Director, 10% owner.
F1: Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock automatically converted on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.
F2: Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
F3: Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.
F4: This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Original sources

SEC ownership filing

Prepared automatically from public filing data. Report a correction.

Security

Owner

Date

Code

Action

Quantity

Price

Following holdings

Reporting delay

Filed terms and references

Common Stock

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

196541

Not stated (see footnotes)

196,541

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 196541
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 196541
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

642745

Not stated (see footnotes)

839,286

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 642745
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 839286
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

616984

Not stated (see footnotes)

1,456,270

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 616984
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 1456270
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

625743

Not stated (see footnotes)

2,082,013

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 625743
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 2082013
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

507119

Not stated (see footnotes)

2,589,132

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 507119
id: F1
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 2589132
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Common Stock

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Purchase

1000000

15.00

3,589,132

2 days

Filed terms

security Title: Common Stock
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: P
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 1000000
id: F2
transaction Price Per Share: 15.00
transaction Acquired Disposed Code: A
shares Owned Following Transaction: 3589132
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series Seed-2 Convertible Preferred Stock (derivative)

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

196541

2 days

Filed terms

security Title: Series Seed-2 Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 196541
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 196541
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series A-1 Convertible Preferred Stock (derivative)

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

642745

2 days

Filed terms

security Title: Series A-1 Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 642745
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 642745
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series A-2 Convertible Preferred Stock (derivative)

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

616984

2 days

Filed terms

security Title: Series A-2 Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 616984
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 616984
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series B Convertible Preferred Stock (derivative)

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

625743

2 days

Filed terms

security Title: Series B Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 625743
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 625743
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Series C Convertible Preferred Stock (derivative)

ORBIMED ADVISORS LLC; OrbiMed Capital GP VII LLC

2026-11-02

Conversion

507119

2 days

Filed terms

security Title: Series C Convertible Preferred Stock
id: F1
transaction Date: 2026-11-02
deemed Execution Date:
transaction Form Type: 4
transaction Code: C
equity Swap Involved: 0
transaction Timeliness:
transaction Shares: 507119
transaction Price Per Share: 0
transaction Acquired Disposed Code: D
id: F1
id: F1
underlying Security Title: Common Stock
underlying Security Shares: 507119
shares Owned Following Transaction: 0
direct Or Indirect Ownership: I
nature Of Ownership: See footnotes
id: F3
id: F4

Filing context

Quantities and prices are shown in the units filed. No trade value is inferred from their product.

ORBIMED ADVISORS LLC: Director, 10% owner.

OrbiMed Capital GP VII LLC: Director, 10% owner.

F1: Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock automatically converted on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.

F2: Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.

F3: Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.

F4: This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.