ADARx OrbiMed Fund's Series A Tied to 10.7M Shares
The preferred holdings convert into reported common-share equivalents at 1-for-1.1717 upon IPO closing, without further consideration.
Rhea-AI Filing Summary
ADARx Pharmaceuticals, Inc. lists OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, OrbiMed Israel GP II, L.P., and OrbiMed Advisors Israel II Ltd as directors and 10% owners. Preferred stock is held directly by OrbiMed Private Investments VII, LP and OrbiMed Israel Partners II, L.P.; reported common-share equivalents reflect automatic conversion on a 1-for-1.1717 basis upon closing of the issuer’s IPO, without further consideration. The reporting entities disclaim beneficial ownership except to the extent of any pecuniary interest.
Insights
Analyzing...
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC, OrbiMed Israel GP II, L.P., OrbiMed Advisors Israel II Ltd
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Preferred Stock F1, F2, F4 | -- | -- | -- |
| holding | Series A Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series B Preferred Stock F1, F2, F4 | -- | -- | -- |
| holding | Series B Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series B-1 Preferred Stock F1, F2, F4 | -- | -- | -- |
| holding | Series B-1 Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series C Preferred Stock F1, F2, F4 | -- | -- | -- |
| 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 Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII.
- F3. 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 Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II.
- F4. This report on Form 3 is jointly filed by OrbiMed Advisors, GP VII, Israel GP, and Advisors Israel. 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 Carl L. Gordon, 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.
Key Figures
Common shares underlying Series A Preferred Stock: 10,690,530 shares
Common shares underlying Series B Preferred Stock: 2,000,962 shares
Common shares underlying Series B-1 Preferred Stock: 769,601 shares
+5 more
8 metrics
Common shares underlying Series A Preferred Stock
10,690,530 shares
Held directly by OrbiMed Private Investments VII, LP; reflects conversion.
Common shares underlying Series B Preferred Stock
2,000,962 shares
Held directly by OrbiMed Private Investments VII, LP; reflects conversion.
Common shares underlying Series B-1 Preferred Stock
769,601 shares
Held directly by OrbiMed Private Investments VII, LP; reflects conversion.
Common shares underlying Series C Preferred Stock
564,187 shares
Held directly by OrbiMed Private Investments VII, LP; reflects conversion.
Common shares underlying Series A Preferred Stock
7,127,019 shares
Held directly by OrbiMed Israel Partners II, L.P.; reflects conversion.
Common shares underlying Series B Preferred Stock
1,333,975 shares
Held directly by OrbiMed Israel Partners II, L.P.; reflects conversion.
Common shares underlying Series B-1 Preferred Stock
513,067 shares
Held directly by OrbiMed Israel Partners II, L.P.; reflects conversion.
Common shares underlying Series C Preferred Stock
256,448 shares
Held directly by OrbiMed Israel Partners II, L.P.; reflects conversion.
Key Terms
beneficial ownership, pecuniary interest, general partner
3 terms
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"
general partner regulatory
"is the general partner of OPI VII"
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.
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