ADARx: OrbiMed fund's Series A maps to 10.7M shares
The preferred shares will automatically convert into common stock upon closing of ADARx’s initial public offering.
Rhea-AI Filing Summary
ADARx Pharmaceuticals, Inc. director and 10% owner Gordon Carl L is named in connection with preferred stock held directly by OrbiMed Private Investments VII, LP and OrbiMed Israel Partners II, L.P. He disclaims beneficial ownership, except to the extent of any pecuniary interest. The positions include Series A, B, B-1 and C Preferred Stock; the reported underlying common-share amounts reflect a 1-for-1.1717 conversion basis. The preferred shares will automatically convert into common stock upon closing of the issuer’s initial public offering, without further consideration.
Insights
Analyzing...
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
GORDON CARL L
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Series A Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series B Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Series B Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series B-1 Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Series B-1 Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series C Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Series C Preferred Stock F1, F3, F4 | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 17,817,549 contracts (Indirect, See footnotes);
Series B Preferred Stock — 3,334,937 contracts (Indirect, See footnotes);
Series B-1 Preferred Stock — 1,282,668 contracts (Indirect, See footnotes);
Series C Preferred Stock — 820,635 contracts (Indirect, See footnotes)
Footnotes (4)
- F1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") will automatically convert on a 1-for-1.1717 basis into shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.
- F2. These securities are held directly by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII.
- F3. Each of the Reporting Person, GP VII, OrbiMed Advisors, Israel GP, and Advisors Israel 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. 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.
- F4. These securities are held directly by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP") is the general partner of OIP II. OrbiMed Advisors Israel II Limited ("Advisors Israel") is the general partner of Israel GP. By virtue of such relationships, Israel GP and Advisors Israel may be deemed to have voting power and investment power over the securities held by OIP II and as a result, may be deemed to have beneficial ownership over such securities. Advisors Israel exercises this investment and voting power through a management committee comprised of the Reporting Person, David P. Bonita, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II.
Key Figures
OrbiMed Private Investments VII, LP Series A holding — underlying common shares: 10,690,530 underlying common shares
OrbiMed Private Investments VII, LP Series B holding — underlying common shares: 2,000,962 underlying common shares
OrbiMed Private Investments VII, LP Series B-1 holding — underlying common shares: 769,601 underlying common shares
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OrbiMed Private Investments VII, LP Series A holding — underlying common shares
10,690,530 underlying common shares
Represented by Series A Preferred Stock; reported September 24, 2026.
OrbiMed Private Investments VII, LP Series B holding — underlying common shares
2,000,962 underlying common shares
Represented by Series B Preferred Stock; reported September 24, 2026.
OrbiMed Private Investments VII, LP Series B-1 holding — underlying common shares
769,601 underlying common shares
Represented by Series B-1 Preferred Stock; reported September 24, 2026.
OrbiMed Private Investments VII, LP Series C holding — underlying common shares
564,187 underlying common shares
Represented by Series C Preferred Stock; reported September 24, 2026.
OrbiMed Israel Partners II, L.P. Series A holding — underlying common shares
7,127,019 underlying common shares
Represented by Series A Preferred Stock; reported September 24, 2026.
OrbiMed Israel Partners II, L.P. Series B holding — underlying common shares
1,333,975 underlying common shares
Represented by Series B Preferred Stock; reported September 24, 2026.
OrbiMed Israel Partners II, L.P. Series B-1 holding — underlying common shares
513,067 underlying common shares
Represented by Series B-1 Preferred Stock; reported September 24, 2026.
OrbiMed Israel Partners II, L.P. Series C holding — underlying common shares
256,448 underlying common shares
Represented by Series C Preferred Stock; reported September 24, 2026.
Key Terms
1-for-1.1717 basis, beneficial ownership, pecuniary interest, voting power and investment power
4 terms
1-for-1.1717 basis financial
"automatically convert on a 1-for-1.1717 basis"
beneficial ownership regulatory
"disclaims beneficial ownership of the shares held by OPI VII"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"except to the extent of its pecuniary interest therein, if any"
voting power and investment power regulatory
"may be deemed to have voting power and investment power"
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