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ADARx Pharmaceuticals: LAV converts preferred shares

The preferred shares converted on a 1-for-1.1717 reverse stock split basis, without payment of further consideration.

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Form Type
4

Rhea-AI Filing Summary

ADARx Pharmaceuticals, Inc. (ADRX) reported that LAV Biosciences Fund V, L.P., LAV Fund VI, L.P. and LAV Fund VI Opportunities, L.P.—each identified as a ten-percent owner—converted preferred stock into common stock on September 28, 2026, upon closing of the company’s IPO. The preferred stock converted automatically on a 1-for-1.1717 reverse stock split basis, without payment of further consideration.

LAV Biosciences Fund V converted 10,438,412 Series A, 1,953,774 Series B, 601,161 Series B-1 and 180,288 Series C preferred shares into 8,908,775, 1,667,469, 513,067 and 153,868 common shares, respectively. LAV Fund VI and LAV Fund VI Opportunities each converted 360,577 Series C preferred shares into 307,738 common shares.

Insider LAV Biosciences Fund V, L.P., LAV Fund VI Opportunities, L.P., LAV Fund VI, L.P.
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Conversion Series A Preferred Stock F1, F2 10,438,412 $0.00 $0.00
Conversion Series B Preferred Stock F1, F2 1,953,774 $0.00 $0.00
Conversion Series B-1 Preferred Stock F1, F2 601,161 $0.00 $0.00
Conversion Series C Preferred Stock F1, F2 180,288 $0.00 $0.00
Conversion Series C Preferred Stock F1, F3 360,577 $0.00 $0.00
Conversion Series C Preferred Stock F1, F4 360,577 $0.00 $0.00
Conversion Common Stock F1, F2 8,908,775 -- --
Conversion Common Stock F1, F2 1,667,469 -- --
Conversion Common Stock F1, F2 513,067 -- --
Conversion Common Stock F1, F2 153,868 -- --
Conversion Common Stock F1, F3 307,738 -- --
Conversion Common Stock F1, F4 307,738 -- --
Holdings After Transaction: Series A Preferred Stock — 0 contracts (Direct); Series B Preferred Stock — 0 contracts (Direct); Series B-1 Preferred Stock — 0 contracts (Direct); Series C Preferred Stock — 0 contracts (Direct); Series C Preferred Stock — 0 contracts (Indirect, By LAV Fund VI, L.P.); Series C Preferred Stock — 0 contracts (Indirect, By LAV Fund VI Opportunities, L.P.); Common Stock — 11,243,179 shares (Direct); Common Stock — 307,738 shares (Indirect, By LAV Fund VI, L.P.); Common Stock — 307,738 shares (Indirect, By LAV Fund VI Opportunities, L.P.)
Footnotes (4)
  1. 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 reverse stock split basis into shares of Common Stock upon the closing of the Issuer's initial public offering on September 28, 2026, without payment of further consideration. The Preferred Stock has no expiration date.
  2. F2. LAV GP V, L.P. is the general partner of LAV Biosciences Fund V, L.P. ("LAV Biosciences"). LAV Corporate V GP, Ltd. is the general partner of LAV GP V, L.P. Dr. Yi Shi is the managing partner of LAV Corporate V GP, Ltd. By virtue of these relationships, LAV GP V, L.P., LAV Corporate V GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Biosciences.
  3. F3. Shares are held by LAV Fund VI, L.P. ("LAV Fund VI"). LAV GP VI, L.P. ("LAV GP VI") is the general partner of LAV Fund VI and LAV Corporate VI GP, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP, Ltd. By virtue of these relationships, LAV GP VI, L.P., LAV Corporate VI GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI, L.P.
  4. F4. Shares are held by LAV Fund VI Opportunities, L.P. ("LAV Fund VI Opportunities"). LAV GP VI Opportunities, L.P. ("LAV GP VI Opportunities") is the general partner of LAV Fund VI Opportunities, L.P. and LAV Corporate VI GP Opportunities, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI Opportunities, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP Opportunities, Ltd. By virtue of these relationships, LAV GP VI Opportunities, L.P., LAV Corporate VI GP Opportunities, Ltd., and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI Opportunities, L.P.
LAV Biosciences Fund V — Series A conversion 10,438,412 Series A Preferred Stock shares converted into 8,908,775 Common Stock shares September 28, 2026; upon closing of the IPO
LAV Biosciences Fund V — Series B conversion 1,953,774 Series B Preferred Stock shares converted into 1,667,469 Common Stock shares September 28, 2026; upon closing of the IPO
LAV Biosciences Fund V — Series B-1 conversion 601,161 Series B-1 Preferred Stock shares converted into 513,067 Common Stock shares September 28, 2026; upon closing of the IPO
LAV Biosciences Fund V — Series C conversion 180,288 Series C Preferred Stock shares converted into 153,868 Common Stock shares September 28, 2026; upon closing of the IPO
LAV Fund VI — Series C conversion 360,577 Series C Preferred Stock shares converted into 307,738 Common Stock shares September 28, 2026; upon closing of the IPO
LAV Fund VI Opportunities — Series C conversion 360,577 Series C Preferred Stock shares converted into 307,738 Common Stock shares September 28, 2026; upon closing of the IPO
reverse stock split basis technical
"on a 1-for-1.1717 reverse stock split basis"
automatically converted technical
"automatically converted on a 1-for-1.1717 reverse stock split basis"
general partner regulatory
"LAV GP V, L.P. is the general partner of LAV Biosciences Fund V, L.P."
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.
voting and investment power regulatory
"may be deemed to have voting and investment power of the shares held by LAV Biosciences"

FAQ

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

How many ADRX common shares did the LAV funds receive in the conversions?

LAV Biosciences Fund V, L.P. received 8,908,775 common shares from Series A, 1,667,469 from Series B, 513,067 from Series B-1 and 153,868 from Series C conversions. LAV Fund VI, L.P. and LAV Fund VI Opportunities, L.P. each received 307,738 common shares from Series C conversions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LAV Biosciences Fund V, L.P.

(Last)(First)(Middle)
ROOM 607, ST. GEORGE'S BUILDING
2 ICE HOUSE STREET

(Street)
CENTRAL

(City)(State)(Zip)

HONG KONG

(Country)
2. Issuer Name and Ticker or Trading Symbol
ADARx Pharmaceuticals, Inc. [ ADRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/28/2026C8,908,775A(1)8,908,775D(2)
Common Stock09/28/2026C1,667,469A(1)10,576,244D(2)
Common Stock09/28/2026C513,067A(1)11,089,311D(2)
Common Stock09/28/2026C153,868A(1)11,243,179D(2)
Common Stock09/28/2026C307,738A(1)307,738IBy LAV Fund VI, L.P.(3)
Common Stock09/28/2026C307,738A(1)307,738IBy LAV Fund VI Opportunities, L.P.(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock(1)09/28/2026C10,438,412 (1) (1)Common Stock8,908,775$00D(2)
Series B Preferred Stock(1)09/28/2026C1,953,774 (1) (1)Common Stock1,667,469$00D(2)
Series B-1 Preferred Stock(1)09/28/2026C601,161 (1) (1)Common Stock513,067$00D(2)
Series C Preferred Stock(1)09/28/2026C180,288 (1) (1)Common Stock153,868$00D(2)
Series C Preferred Stock(1)09/28/2026C360,577 (1) (1)Common Stock307,738$00IBy LAV Fund VI, L.P.(3)
Series C Preferred Stock(1)09/28/2026C360,577 (1) (1)Common Stock307,738$00IBy LAV Fund VI Opportunities, L.P.(4)
1. Name and Address of Reporting Person*
LAV Biosciences Fund V, L.P.

(Last)(First)(Middle)
ROOM 607, ST. GEORGE'S BUILDING
2 ICE HOUSE STREET

(Street)
CENTRAL

(City)(State)(Zip)

HONG KONG

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LAV Fund VI Opportunities, L.P.

(Last)(First)(Middle)
ROOM 607, ST. GEORGE'S BUILDING
2 ICE HOUSE STREET

(Street)
CENTRAL

(City)(State)(Zip)

HONG KONG

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LAV Fund VI, L.P.

(Last)(First)(Middle)
ROOM 607, ST. GEORGE'S BUILDING
2 ICE HOUSE STREET

(Street)
CENTRAL

(City)(State)(Zip)

HONG KONG

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 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 reverse stock split basis into shares of Common Stock upon the closing of the Issuer's initial public offering on September 28, 2026, without payment of further consideration. The Preferred Stock has no expiration date.
2. LAV GP V, L.P. is the general partner of LAV Biosciences Fund V, L.P. ("LAV Biosciences"). LAV Corporate V GP, Ltd. is the general partner of LAV GP V, L.P. Dr. Yi Shi is the managing partner of LAV Corporate V GP, Ltd. By virtue of these relationships, LAV GP V, L.P., LAV Corporate V GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Biosciences.
3. Shares are held by LAV Fund VI, L.P. ("LAV Fund VI"). LAV GP VI, L.P. ("LAV GP VI") is the general partner of LAV Fund VI and LAV Corporate VI GP, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP, Ltd. By virtue of these relationships, LAV GP VI, L.P., LAV Corporate VI GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI, L.P.
4. Shares are held by LAV Fund VI Opportunities, L.P. ("LAV Fund VI Opportunities"). LAV GP VI Opportunities, L.P. ("LAV GP VI Opportunities") is the general partner of LAV Fund VI Opportunities, L.P. and LAV Corporate VI GP Opportunities, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI Opportunities, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP Opportunities, Ltd. By virtue of these relationships, LAV GP VI Opportunities, L.P., LAV Corporate VI GP Opportunities, Ltd., and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI Opportunities, L.P.
/s/ Yu Luo, as Authorized Signatory of LAV Fund VI, L.P.09/29/2026
/s/ Yu Luo, as Authorized Signatory of LAV Biosciences Fund V, L.P.09/29/2026
/s/ Yu Luo, as Authorized Signatory of LAV Fund VI Opportunities, L.P.09/29/2026
** 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 4 (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 4: SEC 1474 (03-26)

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