ADARx Pharmaceuticals: OrbiMed buys 950K IPO shares
The conversions occurred automatically at the IPO closing without further consideration, while the common-stock purchases were made directly by three investment entities.
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Form Type
4
Rhea-AI Filing Summary
ADARx Pharmaceuticals, Inc. (ADRX) director and 10% owner Carl L. Gordon reported automatic conversion of preferred shares into 23,255,789 common shares upon the IPO closing. The shares were held directly by OrbiMed Private Investments VII, LP and OrbiMed Israel Partners II, L.P.; the conversion was on a 1-for-1.1717 basis without further consideration.
Those two entities and OrbiMed Genesis Master Fund, L.P. also purchased 950,000 common shares in the IPO on September 28, 2026, at $17 per share: 300,249, 61,516, and 588,235 shares, respectively. Gordon disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 950,000 shares
Net Buy
19 txns
Insider
GORDON CARL L
Role
Director, 10% Owner
Bought
950,000 shs ($16.15M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock F1, F3, F6 | 10,690,530 | $0.00 | $0.00 |
| Conversion | Series B Preferred Stock F1, F3, F6 | 2,000,962 | $0.00 | $0.00 |
| Conversion | Series B-1 Preferred Stock F1, F3, F6 | 769,601 | $0.00 | $0.00 |
| Conversion | Series C Preferred Stock F1, F3, F6 | 564,187 | $0.00 | $0.00 |
| Conversion | Series A Preferred Stock F1, F4, F6 | 7,127,019 | $0.00 | $0.00 |
| Conversion | Series B Preferred Stock F1, F4, F6 | 1,333,975 | $0.00 | $0.00 |
| Conversion | Series B-1 Preferred Stock F1, F4, F6 | 513,067 | $0.00 | $0.00 |
| Conversion | Series C Preferred Stock F1, F4, F6 | 256,448 | $0.00 | $0.00 |
| Conversion | Common Stock F1, F3, F6 | 10,690,530 | -- | -- |
| Conversion | Common Stock F1, F3, F6 | 2,000,962 | -- | -- |
| Conversion | Common Stock F1, F3, F6 | 769,601 | -- | -- |
| Conversion | Common Stock F1, F3, F6 | 564,187 | -- | -- |
| Purchase | Common Stock F2, F3, F6 | 300,249 | $17.00 | $5.10M |
| Conversion | Common Stock F1, F4, F6 | 7,127,019 | -- | -- |
| Conversion | Common Stock F1, F4, F6 | 1,333,975 | -- | -- |
| Conversion | Common Stock F1, F4, F6 | 513,067 | -- | -- |
| Conversion | Common Stock F1, F4, F6 | 256,448 | -- | -- |
| Purchase | Common Stock F2, F4, F6 | 61,516 | $17.00 | $1.05M |
| Purchase | Common Stock F2, F5, F6 | 588,235 | $17.00 | $10.00M |
Holdings After Transaction:
Series A Preferred Stock — 0 contracts (Indirect, See footnotes);
Series B Preferred Stock — 0 contracts (Indirect, See footnotes);
Series B-1 Preferred Stock — 0 contracts (Indirect, See footnotes);
Series C Preferred Stock — 0 contracts (Indirect, See footnotes);
Common Stock — 588,235 shares (Indirect, See footnotes)
Footnotes (6)
- 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") automatically converted 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. Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
- F3. 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.
- 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.
- F5. These securities are held directly by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OrbiMed Genesis 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 OrbiMed Genesis.
- F6. Each of the Reporting Person, OrbiMed Advisors, GP VII, Israel GP, Advisors Israel, and Genesis GP 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
Preferred-stock conversion: 23,255,789 common shares
Conversion basis: 1-for-1.1717
IPO purchases: 950,000 common shares
+1 more
4 metrics
Preferred-stock conversion
23,255,789 common shares
Automatic conversion upon the IPO closing on September 28, 2026
Conversion basis
1-for-1.1717
Preferred stock converted into common stock upon the IPO closing
IPO purchases
950,000 common shares
Three entities' purchases on September 28, 2026
IPO purchase price
$17 per share
Common shares purchased in the IPO
Key Terms
Preferred Stock, initial public offering, voting power, pecuniary interest
4 terms
Preferred Stock financial
"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.
initial public offering financial
"purchased in the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
voting power regulatory
"may be deemed to have voting power and investment power"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
pecuniary interest regulatory
"except to the extent of its pecuniary interest therein"
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