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.
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 Trade Summary
| 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 | -- | -- | -- |
Footnotes (3)
- 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 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.
- 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.
Key Figures
Key Terms
beneficial ownership regulatory
pecuniary interest regulatory
general partner regulatory
1-for-1.1717 basis technical
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