STOCK TITAN

ADARx 10% Owner Reports Preferred Stock Tied to 3.33M Shares

The reported preferred-stock counts reflect common shares after the stated conversion, which occurs upon closing of ADARx's initial public offering.

(High)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

SR One Capital Management, LLC, identified as a 10% owner of ADARx Pharmaceuticals, Inc. (ADRX), reported indirect preferred-stock positions held directly by three investment entities. SR One Capital Fund I Aggregator, LP holds Series B and Series B-1 positions corresponding to 3,334,938 and 1,113,666 Common Stock shares; SR One Capital Opportunities Fund I, LP holds a Series C position corresponding to 512,897 shares; SR One Co-Invest III, LLC holds Series B, Series B-1, and Series C positions corresponding to 1,667,468, 169,001, and 1,538,691 shares, respectively.

These counts give effect to automatic conversion at 1-for-1.1717 upon closing of ADARx’s initial public offering, without further consideration. Footnotes state that Simeon George, M.D., managing member of SR One Capital Management, and related general partners or managers may be deemed to share voting or disposition power and disclaim beneficial ownership except to the extent of any pecuniary interest.

Insights

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Insider SR ONE CAPITAL MANAGEMENT, LLC
Role 10% Owner
Type Security Shares Price Value
holding Series B Preferred Stock F1, F2 -- -- --
holding Series B-1 Preferred Stock F1, F2 -- -- --
holding Series C Preferred Stock F1, F2 -- -- --
holding Series C Preferred Stock F1, F3 -- -- --
holding Series B Preferred Stock F1, F4 -- -- --
holding Series B-1 Preferred Stock F1, F4 -- -- --
Holdings After Transaction: Series B Preferred Stock — 3,334,938 contracts (Indirect, See Note 2); Series B-1 Preferred Stock — 1,113,666 contracts (Indirect, See Note 2); Series C Preferred Stock — 512,897 contracts (Indirect, See Note 2); Series C Preferred Stock — 1,538,691 contracts (Indirect, See Note 3); Series B Preferred Stock — 1,667,468 contracts (Indirect, See Note 4); Series B-1 Preferred Stock — 169,001 contracts (Indirect, See Note 4)
Footnotes (4)
  1. F1. Each share of 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. The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") is the sole general partner of SR One Fund I Aggregator, and SR One Capital Management, LLC ("SR One Capital Management") is the sole general partner of SR One Partners I. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Partners I, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
  3. F3. The securities are directly held by SR One Capital Opportunities Fund I, LP ("SR One Opportunities Fund I"). SR One Capital Opportunities Partners I, LP ("SR One Opportunities Partners I") is the sole general partner of SR One Opportunities Fund I, and SR One Capital Management is the sole general partner of SR One Opportunities Partners I. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Opportunities Partners I, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
  4. F4. The securities are directly held by SR One Co-Invest III, LLC ("SR One Co-Invest"). SR One Co-Invest III Manager LLC ("SR One Co-Invest Manager") is the managing member of SR One-Co-Invest, and SR One Capital Management is the managing member of SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Co-Invest Manager, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
Series B Preferred Stock common-share equivalent, SR One Capital Fund I Aggregator, LP 3,334,938 shares Holding entry dated September 24, 2026; count gives effect to conversion
Series B-1 Preferred Stock common-share equivalent, SR One Capital Fund I Aggregator, LP 1,113,666 shares Holding entry dated September 24, 2026; count gives effect to conversion
Series C Preferred Stock common-share equivalent, SR One Capital Opportunities Fund I, LP 512,897 shares Holding entry dated September 24, 2026; count gives effect to conversion
Series B Preferred Stock common-share equivalent, SR One Co-Invest III, LLC 1,667,468 shares Holding entry dated September 24, 2026; count gives effect to conversion
Series B-1 Preferred Stock common-share equivalent, SR One Co-Invest III, LLC 169,001 shares Holding entry dated September 24, 2026; count gives effect to conversion
Series C Preferred Stock common-share equivalent, SR One Co-Invest III, LLC 1,538,691 shares Holding entry dated September 24, 2026; count gives effect to conversion
Preferred Stock conversion basis 1-for-1.1717 Automatic conversion upon closing of the issuer's initial public offering
Preferred Stock technical
"collectively, the "Preferred Stock""
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.
automatically convert technical
"will automatically convert on a 1-for-1.1717 basis"
shared power to vote or dispose regulatory
"may be deemed to have shared power to vote or dispose"
pecuniary interest financial
"except to the extent of any pecuniary interest therein"
beneficial ownership regulatory
"disclaims beneficial ownership of the shares"
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.

FAQ

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

What ADRX preferred-stock holdings are attributed to SR One entities?

SR One Capital Fund I Aggregator, LP held Series B and Series B-1 positions corresponding to 3,334,938 and 1,113,666 Common Stock shares; SR One Capital Opportunities Fund I, LP held a Series C position corresponding to 512,897 shares; and SR One Co-Invest III, LLC held Series B, Series B-1, and Series C positions corresponding to 1,667,468, 169,001, and 1,538,691 shares, respectively. The counts give effect to 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*
SR ONE CAPITAL MANAGEMENT, LLC

(Last)(First)(Middle)
929 MAIN STREET
SUITE 200

(Street)
REDWOOD CITY CALIFORNIA 94063

(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)
DirectorX10% 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 B Preferred Stock (1) (1)Common Stock3,334,938(1)ISee Note 2(2)
Series B-1 Preferred Stock (1) (1)Common Stock1,113,666(1)ISee Note 2(2)
Series C Preferred Stock (1) (1)Common Stock512,897(1)ISee Note 2(2)
Series C Preferred Stock (1) (1)Common Stock1,538,691(1)ISee Note 3(3)
Series B Preferred Stock (1) (1)Common Stock1,667,468(1)ISee Note 4(4)
Series B-1 Preferred Stock (1) (1)Common Stock169,001(1)ISee Note 4(4)
Explanation of Responses:
1. Each share of 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. The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") is the sole general partner of SR One Fund I Aggregator, and SR One Capital Management, LLC ("SR One Capital Management") is the sole general partner of SR One Partners I. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Partners I, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
3. The securities are directly held by SR One Capital Opportunities Fund I, LP ("SR One Opportunities Fund I"). SR One Capital Opportunities Partners I, LP ("SR One Opportunities Partners I") is the sole general partner of SR One Opportunities Fund I, and SR One Capital Management is the sole general partner of SR One Opportunities Partners I. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Opportunities Partners I, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
4. The securities are directly held by SR One Co-Invest III, LLC ("SR One Co-Invest"). SR One Co-Invest III Manager LLC ("SR One Co-Invest Manager") is the managing member of SR One-Co-Invest, and SR One Capital Management is the managing member of SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Co-Invest Manager, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
/s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC09/24/2026
** 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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