ADARx Pharmaceuticals: OrbiMed fund buys 588K shares
Three OrbiMed-affiliated funds made separate common-stock purchases in the IPO at $17 per share.
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Form Type
4
Rhea-AI Filing Summary
ADARx Pharmaceuticals, Inc. (ADRX) had Preferred Stock held by OrbiMed-affiliated funds automatically converted into common shares upon the closing of its initial public offering on September 28, 2026, on a 1-for-1.1717 basis and without further consideration.
In the IPO, OrbiMed Private Investments VII, LP purchased 300,249 shares, OrbiMed Israel Partners II, L.P. purchased 61,516 shares, and OrbiMed Genesis Master Fund, L.P. purchased 588,235 shares, each at $17 per share. The shares were held directly by those funds, while related OrbiMed general partners and advisers reported indirect ownership. The footnotes identify Carl L. Gordon, W. Carter Neild, Geoffrey C. Hsu, David P. Bonita and Erez Chimovits as members of the applicable management committees and state that they disclaim beneficial ownership of the relevant fund shares. No Rule 10b5-1 plan is reported.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 950,000 shares
Net Buy
19 txns
Insider
ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC, OrbiMed Israel GP II, L.P., OrbiMed Advisors Israel II Ltd, OrbiMed Genesis GP LLC
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | 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 Carl L. Gordon, 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 Carl L. Gordon, 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 Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
- F6. This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII, Israel GP, Advisors Israel, and Genesis GP. 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, and Erez Chimovits, an employee 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
IPO shares purchased — OrbiMed Private Investments VII, LP: 300,249 shares
IPO shares purchased — OrbiMed Israel Partners II, L.P.: 61,516 shares
IPO shares purchased — OrbiMed Genesis Master Fund, L.P.: 588,235 shares
+1 more
4 metrics
IPO shares purchased — OrbiMed Private Investments VII, LP
300,249 shares
September 28, 2026, at $17 per share
IPO shares purchased — OrbiMed Israel Partners II, L.P.
61,516 shares
September 28, 2026, at $17 per share
IPO shares purchased — OrbiMed Genesis Master Fund, L.P.
588,235 shares
September 28, 2026, at $17 per share
Preferred-stock conversion ratio
1-for-1.1717
Into common shares upon closing of the IPO
Key Terms
initial public offering, Preferred Stock, pecuniary interest
3 terms
initial public offering financial
"upon the closing of 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.
Preferred Stock financial
"Series A Preferred Stock, Series B 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.
pecuniary interest regulatory
"except to the extent of its pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was ADRX's preferred-stock conversion ratio at the IPO?
Series A, Series B, Series B-1 and Series C Preferred Stock automatically converted into Common Stock on a 1-for-1.1717 basis upon closing of the IPO, without further consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
