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ADARx director reports 7.13M shares tied to Series A

ADARx Pharmaceuticals, Inc. director Erez Chimovits reported indirect positions in four preferred-stock series held directly by OrbiMed Israel Partners II, L.P.

(Moderate)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

ADARx Pharmaceuticals, Inc. director Erez Chimovits reported indirect positions in four preferred-stock series held directly by OrbiMed Israel Partners II, L.P. The reported common-share amounts, giving effect to conversion, are 7,127,019 for Series A, 1,333,975 for Series B, 513,067 for Series B-1 and 256,448 for Series C. Each preferred share automatically converts into common stock on a 1-for-1.1717 basis upon the issuer’s IPO closing, without further consideration. OrbiMed Advisors Israel II Limited exercises voting and investment power through a committee comprising Chimovits, Carl L. Gordon and David P. Bonita; all three disclaim beneficial ownership except to the extent of any pecuniary interest.

Insider Chimovits Erez
Role Director
Type Security Shares Price Value
holding Series A Preferred Stock F1, F2, F3 -- -- --
holding Series B Preferred Stock F1, F2, F3 -- -- --
holding Series B-1 Preferred Stock F1, F2, F3 -- -- --
holding Series C Preferred Stock F1, F2, F3 -- -- --
Holdings After Transaction: Series A Preferred Stock — 7,127,019 contracts (Indirect, See footnotes); Series B Preferred Stock — 1,333,975 contracts (Indirect, See footnotes); Series B-1 Preferred Stock — 513,067 contracts (Indirect, See footnotes); Series C Preferred Stock — 256,448 contracts (Indirect, See footnotes)
Footnotes (3)
  1. 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.
  2. F2. 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 Carl L. Gordon, David P. Bonita, and the Reporting Person, each of whom disclaims beneficial ownership of the shares held by OIP II.
  3. F3. Each of the Reporting Person, 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.
Series A Preferred Stock reported common-share amount 7,127,019 shares Reported holding entry dated September 24, 2026; share number gives effect to conversion.
Series B Preferred Stock reported common-share amount 1,333,975 shares Reported holding entry dated September 24, 2026; share number gives effect to conversion.
Series B-1 Preferred Stock reported common-share amount 513,067 shares Reported holding entry dated September 24, 2026; share number gives effect to conversion.
Series C Preferred Stock reported common-share amount 256,448 shares Reported holding entry dated September 24, 2026; share number gives effect to conversion.
Preferred Stock conversion ratio 1-for-1.1717 Conversion into Common Stock upon closing of the issuer’s IPO.
beneficial ownership regulatory
"may be deemed to have beneficial ownership over such securities"
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"
general partner regulatory
"Israel GP is the general partner of OIP II"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
1-for-1.1717 basis technical
"convert on a 1-for-1.1717 basis into shares of Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ADARx preferred-stock holdings did director Erez Chimovits report?

OrbiMed Israel Partners II, L.P. directly holds the preferred stock; the reported common-share amounts, giving effect to conversion, are Series A 7,127,019, Series B 1,333,975, Series B-1 513,067 and Series C 256,448.

How do ADARx’s preferred shares convert?

Each share of Series A, Series B, Series B-1 and Series C Preferred Stock automatically converts into common stock on a 1-for-1.1717 basis upon closing of the issuer’s IPO, without payment of further consideration. The reported share numbers give effect to that conversion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Chimovits Erez

(Last)(First)(Middle)
C/O ADARX PHARMACEUTICALS, INC.
5871 OBERLIN DRIVE, SUITE 200

(Street)
SAN DIEGO CALIFORNIA 92121

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2026
3. Issuer Name and Ticker or Trading Symbol
ADARx Pharmaceuticals, Inc. [ ADRX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock (1) (1)Common Stock7,127,019(1)ISee footnotes(2)(3)
Series B Preferred Stock (1) (1)Common Stock1,333,975(1)ISee footnotes(2)(3)
Series B-1 Preferred Stock (1) (1)Common Stock513,067(1)ISee footnotes(2)(3)
Series C Preferred Stock (1) (1)Common Stock256,448(1)ISee footnotes(2)(3)
Explanation of Responses:
1. 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.
2. 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 Carl L. Gordon, David P. Bonita, and the Reporting Person, each of whom disclaims beneficial ownership of the shares held by OIP II.
3. Each of the Reporting Person, 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.
/s/ Jiang Bian, Attorney-in-Fact09/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)

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