[SCHEDULE 13G] ADARx Pharmaceuticals, Inc. Passive Investment Disclosure (>5%)
ADARx Pharmaceuticals: LAV reports 11.1% stake
The reported ownership percentages use 106,801,325 outstanding shares from ADARx’s September 28, 2026 IPO prospectus, assuming no underwriters’ option exercise.
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ADARx Pharmaceuticals, Inc. reported that LAV Biosciences Fund V, L.P., LAV Fund VI, L.P., LAV Fund VI Opportunities, L.P., and Yi Shi may be deemed to beneficially own an aggregate 11,858,655 common shares, or 11.1%, as of September 30, 2026. The funds directly owned 11,243,179, 307,738, and 307,738 shares, respectively; Yi Shi, their managing partner, may be deemed to share voting and dispositive power over those holdings. The percentages were calculated using 106,801,325 shares outstanding reported in ADARx’s September 28, 2026 IPO prospectus, assuming no exercise of the underwriters’ option. The reporting parties disclaim beneficial ownership of securities held by other parties.
Key Figures
Aggregate beneficial ownership:11,858,655 sharesAggregate ownership percentage:11.1%LAV Biosciences Fund V direct ownership:11,243,179 shares+3 more
6 metrics
Aggregate beneficial ownership11,858,655 sharesAs of September 30, 2026
Aggregate ownership percentage11.1%As of September 30, 2026
LAV Biosciences Fund V direct ownership11,243,179 sharesAs of September 30, 2026
LAV Fund VI direct ownership307,738 sharesAs of September 30, 2026
LAV Fund VI Opportunities direct ownership307,738 sharesAs of September 30, 2026
Shares outstanding used for percentage calculation106,801,325 sharesReported in the IPO prospectus filed September 28, 2026; assuming no exercise of the underwriters’ option
Key Terms
beneficial ownership, Shared power to vote or to direct the vote, shared power to dispose or to direct the disposition of, Rule 13d-3(d)(1)(i)
4 terms
beneficial ownershipregulatory
"may be deemed to beneficially own an aggregate 11,858,655 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.
Shared power to vote or to direct the votetechnical
"Shared power to vote or to direct the vote"
shared power to dispose or to direct the disposition oftechnical
"shared power to dispose or to direct the disposition of"
Rule 13d-3(d)(1)(i)regulatory
"calculated in accordance with Rule 13d-3(d)(1)(i)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ADRX shares did the reporting persons beneficially own?
The reporting persons may be deemed to beneficially own an aggregate 11,858,655 shares of ADARx common stock as of September 30, 2026. LAV Biosciences Fund V, L.P. directly owned 11,243,179 shares; LAV Fund VI, L.P. and LAV Fund VI Opportunities, L.P. each directly owned 307,738 shares.
What percentage of ADRX did the reporting persons own?
The reporting persons were deemed to beneficially own 11.1% of ADARx’s outstanding common stock as of September 30, 2026. The stated percentages were 10.5% for LAV Biosciences Fund V, L.P., 0.3% for each of the other two funds, and 11.1% indirectly for Yi Shi.
What share count was used to calculate the ADRX ownership percentage?
The 11.1% figure was calculated using 106,801,325 shares outstanding, as reported by ADARx in its IPO prospectus filed September 28, 2026, assuming no exercise of the underwriters’ option.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ADARx Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00654F105
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00654F105
1
Names of Reporting Persons
LAV Biosciences Fund V, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,243,179.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,243,179.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,243,179.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
00654F105
1
Names of Reporting Persons
LAV Fund VI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
307,738.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
307,738.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
307,738.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
00654F105
1
Names of Reporting Persons
LAV Fund VI Opportunities, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
307,738.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
307,738.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
307,738.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
00654F105
1
Names of Reporting Persons
Yi Shi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,858,655.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,858,655.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,858,655.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amounts listed in rows 6 and 8 in the table above include 11,243,179 shares of the common stock of ADARx Pharmaceuticals, Inc. (the "Issuer") which are directly owned by LAV Biosciences Fund V, L.P. ("LAV V"), 307,738 shares of the Issuer's common stock which are directly owned by LAV Fund VI, L.P. ("LAV VI"), and 307,738 shares of the Issuer's common stock which are directly owned by LAV Fund VI Opportunities, L.P. ("LAV Opportunities"). Yi Shi, the managing partner of LAV V, LAV VI and LAV Opportunities, may be deemed to have shared power to vote and shared power to dispose of these shares.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ADARx Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
5871 Oberlin Drive, Suite 200, San Diego, CA, 92121.
Item 2.
(a)
Name of person filing:
LAV Biosciences Fund V, L.P. ("LAV V")
LAV Fund VI, L.P. ("LAV VI")
LAV Fund VI Opportunities, L.P. ("LAV Opportunities")
Yi Shi ("Dr. Shi" and, together with LAV V, LAV VI, and LAV Opportunities, the "Reporting Persons")
Dr. Shi is the managing partner of LAV V, LAV VI and LAV Opportunities, and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by LAV V, LAV VI and LAV Opportunities.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
Room 607, St. George's Building, 2 Ice House Street, Central, Hong Kong
(c)
Citizenship:
Each of LAV V, LAV VI, and LAV Opportunities is formed under the laws of the Cayman Islands. Dr. Shi is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
00654F105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of September 30, 2026, the Reporting Persons may be deemed to beneficially own an aggregate 11,858,655 shares of the Issuer's Common Stock.
As of September 30, 2026, LAV V was the direct beneficial owner of 11,243,179 of the shares of the Issuer's Common Stock described in the preceding paragraph. LAV GP V, L.P. is the general partner of LAV V. LAV Corporate V GP, Ltd. is the general partner of LAV GP V, L.P. Dr. Shi is the managing partner of LAV Corporate V GP, Ltd. By virtue of these relationships, Dr. Shi, LAV GP V, L.P., and LAV Corporate V GP, Ltd. may be deemed to exercise voting and investment discretion over the shares held directly by LAV V.
As of September 30, 2026, LAV VI was the direct beneficial owner of 307,738 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). LAV GP VI, L.P. is the general partner of LAV VI. LAV Corporate VI GP, Ltd. is the general partner of LAV GP VI, L.P. Dr. Shi is the managing partner of LAV Corporate VI GP, Ltd. By virtue of these relationships, Dr. Shi, LAV GP VI, L.P., and LAV Corporate VI GP, Ltd. may be deemed to exercise voting and investment discretion over the shares held directly by LAV VI.
As of September 30, 2026, LAV Opportunities was the direct beneficial owner of 307,738 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). LAV GP VI Opportunities, L.P. is the general partner of LAV Opportunities. LAV Corporate VI GP Opportunities, Ltd. is the general partner of LAV GP VI Opportunities, L.P. Dr. Shi is the managing partner of LAV Corporate VI GP Opportunities, Ltd. By virtue of these relationships, Dr. Shi, LAV GP VI Opportunities, L.P., and LAV Corporate VI GP Opportunities, Ltd. may be deemed to exercise voting and investment discretion over the shares held directly by LAV Opportunities.
Accordingly, as of September 30, 2026, Dr. Shi may be deemed the indirect beneficial owner of an aggregate 11,858,655 shares of the Issuer's Common Stock.
The filing of this Statement shall not be construed as an admission that any party named herein is the beneficial owner of any other party's securities for purposes of Sections 13(d), 13(g), or 16 of the Exchange Act or for any other purpose, and each of the aforementioned parties disclaims such beneficial ownership.
(b)
Percent of class:
As of September 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 11.1% of the Issuer's outstanding Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 10.5%, directly to LAV V and indirectly to each of LAV GP V, L.P. and LAV Corporate V GP, Ltd.; (ii) 0.3%, directly to LAV VI and indirectly to each of LAV GP VI, L.P. and LAV Corporate VI GP, Ltd.; (iii) 0.3%, directly to LAV Opportunities and indirectly to each of LAV GP VI Opportunities, L.P. and LAV Corporate VI GP Opportunities, Ltd.; and (iv) 11.1% indirectly to Dr. Shi.
The aforementioned percentages were calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act and based on a total of 106,801,325 shares of the Issuer's Common Stock outstanding, as reported by the Issuer in its prospectus (the "IPO Prospectus") filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) on September 28, 2026 (File No. 333-298782) assuming no exercise of the underwriters' option referenced in the IPO Prospectus.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
LAV V 0
LAV VI 0
LAV Opportunities 0
Dr. Shi 0
(ii) Shared power to vote or to direct the vote:
LAV V 11,243,179
LAV VI 307,738
LAV Opportunities 307,738
Dr. Shi 11,858,655
(iii) Sole power to dispose or to direct the disposition of:
LAV V 0
LAV VI 0
LAV Opportunities 0
Dr. Shi 0
(iv) Shared power to dispose or to direct the disposition of:
LAV V 11,243,179
LAV VI 307,738
LAV Opportunities 307,738
Dr. Shi 11,858,655
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
LAV Biosciences Fund V, L.P.
Signature:
/s/ Yi Shi
Name/Title:
Yi Shi/Managing Partner of LAV Corporate V GP, Ltd., the General Partner of LAV GP V, L.P., its General Partner
Date:
10/16/2026
LAV Fund VI, L.P.
Signature:
/s/ Yi Shi
Name/Title:
Yi Shi/Managing Partner of LAV Corporate VI GP, Ltd., the General Partner of LAV GP VI, L.P., its General Partner
Date:
10/16/2026
LAV Fund VI Opportunities, L.P.
Signature:
/s/ Yi Shi
Name/Title:
Yi Shi/Managing Partner of LAV Corporate VI GP Opportunities, Ltd., the General Partner of LAV GP VI Opportunities, L.P., its General Partner
