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ADARx Pharmaceuticals, Inc. common stock is the subject of a beneficial-ownership report by BCLS Fund III Investments, LP, which reported holding 6,728,970 shares, approximately 6.3% of the class. It reported shared voting and dispositive power over 6,728,970 shares and zero sole voting or dispositive power. The 6.3% calculation uses 106,801,325 shares outstanding, as reported in ADARx’s prospectus filed September 28, 2026. Bain Capital Life Sciences Investors, LLC may also be deemed to share voting and dispositive power through its stated management chain.
Beneficially owned6,728,970 sharesADARx common stock
Ownership percentageApproximately 6.3%Of outstanding common stock
Shares outstanding106,801,325 sharesAs reported in the prospectus filed September 28, 2026
Key Terms
beneficially owned, Shared Voting Power, Shared Dispositive Power
3 terms
beneficially ownedtechnical
"Amount beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared Voting Powertechnical
"Shared Voting Power 6,728,970.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powertechnical
"Shared Dispositive Power 6,728,970.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ADRX shares does BCLS Fund III Investments beneficially own?
BCLS Fund III Investments reported beneficial ownership of 6,728,970 ADARx common shares, approximately 6.3% of the class.
What voting power does BCLS Fund III Investments report over its ADRX shares?
It reported shared voting power over 6,728,970 shares and zero sole voting power. It also reported shared dispositive power over 6,728,970 shares and zero sole dispositive power.
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, $0.0001 par value per share
(Title of Class of Securities)
00654F105
(CUSIP Number)
09/24/2026
(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
BCLS Fund III Investments, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,728,970.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,728,970.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,728,970.00
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)
6.30 %
12
Type of Reporting Person (See Instructions)
PN
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, California 92121.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by BCLS Fund III Investments, LP, a Delaware limited partnership (the "Reporting Person").
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC, a Delaware limited liability company (together with the Reporting Person, BCLSI, BCLS Fund III GP and BCLS Fund III, the "Bain Capital Life Sciences Entities"), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)
Citizenship:
Each of the Bain Capital Life Sciences Entities is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Stock, $0.0001 par value 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:
As of the date hereof, the Reporting Person holds 6,728,970 shares of Common Stock, representing approximately 6.3% of the outstanding shares of Common Stock.
The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 106,801,325 shares of Common Stock outstanding, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on September 28, 2026.
(b)
Percent of class:
See Item 4(a) hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,728,970
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,728,970
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
BCLS Fund III Investments, LP
Signature:
/s/ Ricky Sun
Name/Title:
Ricky Sun, Partner of Bain Capital Life Sciences Investors, LLC
