EcoR1 funds report AKTS IPO conversions and share buys in filing

Rhea-AI Filing Summary

Aktis Oncology, Inc. director-affiliated investment funds advised by EcoR1 Capital, LLC reported a series of equity transactions in connection with the company’s initial public offering. On January 12, 2026, shares of Series A and Series B Redeemable Convertible Preferred Stock held by EcoR1-advised funds converted into Common Stock and Class A Common Stock on a 3.8044-for-1 basis immediately before the IPO closing for no additional consideration.

The filing also shows the EcoR1-advised funds purchased 2,077,779 and 144,443 shares of Common Stock at $18 per share. Each share of Class A Common Stock is convertible into one share of Common Stock at the holder’s election for no additional consideration, subject to a 4.99% beneficial ownership limitation. The securities are held by EcoR1 Capital Fund Qualified, L.P., EcoR1 Capital Fund, L.P., and EcoR1 Venture Opportunity Fund, L.P.; EcoR1 and Oleg Nodelman may be deemed to indirectly beneficially own them but disclaim beneficial ownership beyond their pecuniary interests.

SEC Form 4

FORM 4

UNITED 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

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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^*

EcoR1 Capital, LLC

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aktis Oncology, Inc. [ AKTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/12/2026		C		2,270,879	A	(1)	2,270,879	I	See Note(2)
Common Stock	01/12/2026		C		202,862	A	(1)	202,862	I	See Note(3)
Common Stock	01/12/2026		C		128,506	A	(1)	128,506	I	See Note(4)
Common Stock	01/12/2026		P		2,077,779	A	$18	4,348,658	I	See Note(2)
Common Stock	01/12/2026		P		144,443	A	$18	347,305	I	See Note(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock	(1)	01/12/2026		C			9,913,810	(1)	(1)	Common Stock	2,605,878	(1)	0	I	See note(2)
Series A Redeemable Convertible Preferred Stock	(1)	01/12/2026		C			997,299	(1)	(1)	Common Stock	262,142	(1)	0	I	See note(3)
Series A Redeemable Convertible Preferred Stock	(1)	01/12/2026		C			488,891	(1)	(1)	Common Stock	128,506	(1)	0	I	See note(4)
Series B Redeemable Convertible Preferred Stock	(1)	01/12/2026		C			2,397,500	(1)	(1)	Common Stock	630,191	(1)	0	I	See note(2)
Series B Redeemable Convertible Preferred Stock	(1)	01/12/2026		C			102,500	(1)	(1)	Common Stock	26,942	(1)	0	I	See note(3)
Class A Common Stock	(5)	01/12/2026		C		965,190		(5)	(5)	Common Stock	965,190	(1)	965,190	I	See note(2)
Class A Common Stock	(5)	01/12/2026		C		86,222		(5)	(5)	Common Stock	86,222	(1)	86,222	I	See Note(3)

1. Name and Address of Reporting Person^*

EcoR1 Capital, LLC

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NODELMAN OLEG

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock converted into shares of Common Stock and Class A Common Stock on a 3.8044-for-1 basis immediately prior to the closing of the initial public offering of the Issuer's Common Stock for no additional consideration. Each share was immediately exercisable and had no expiration date.

2. These securities are held by EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). EcoR1 Capital, LLC ("EcoR1") may be deemed to indirectly beneficially own them as the investment adviser to and general partner of the fund. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1.

3. These securities are held by EcoR1 Capital Fund, L.P. ("Capital Fund"). EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to and general partner of the fund. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1.

4. These securities are held by EcoR1 Venture Opportunity Fund, L.P. ("Venture Fund"). EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to and general partner of the fund. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1.

5. Each share of Class A Common Stock is convertible into one share of Common Stock at the election of the holder for no additional consideration, subject to a 4.99% beneficial ownership limitation. Each share is immediately exercisable and has no expiration date.

Remarks:

EcoR1 is the general partner and investment adviser of private funds, including Qualified Fund, Capital Fund and Venture Fund. Mr. Nodelman is a director of the Issuer and is the manager and controlling owner of EcoR1. The reporting persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interests therein.

	/s/ Oleg Nodelman, Individually, and as Manager of EcoR1 Capital, LLC	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

Who are the reporting persons in the Aktis Oncology (AKTS) Form 4?

The reporting persons are EcoR1 Capital, LLC and Oleg Nodelman, who is a director of Aktis Oncology and the manager and controlling owner of EcoR1. The securities themselves are held by EcoR1-managed funds.

Which entities actually hold the Aktis Oncology shares reported in this Form 4?

The securities are held by EcoR1 Capital Fund Qualified, L.P., EcoR1 Capital Fund, L.P., and EcoR1 Venture Opportunity Fund, L.P., with EcoR1 as investment adviser and general partner to these funds.

What preferred stock conversions did EcoR1-related funds report for AKTS?

Shares of Series A and Series B Redeemable Convertible Preferred Stock converted into Common Stock and Class A Common Stock on a 3.8044-for-1 basis immediately before the closing of Aktis Oncology’s initial public offering, for no additional consideration.

What common stock purchases did the EcoR1 funds report in Aktis Oncology?

The filing shows purchases of 2,077,779 and 144,443 shares of Aktis Oncology Common Stock at a price of $18 per share, held indirectly through EcoR1-managed funds.

How is Aktis Oncology Class A Common Stock structured for EcoR1-related holders?

Each share of Class A Common Stock is convertible into one share of Common Stock at the holder’s election for no additional consideration and is subject to a 4.99% beneficial ownership limitation. Each share is immediately exercisable and has no expiration date.

Do EcoR1 and Oleg Nodelman claim full beneficial ownership of the AKTS securities?

EcoR1 and Mr. Nodelman may be deemed to indirectly beneficially own the securities as adviser/general partner and control person, but they disclaim beneficial ownership except to the extent of their respective pecuniary interests.

Was the Aktis Oncology Form 4 filed jointly by multiple reporting persons?

Yes. The reporting persons filed jointly but not as a group, and each expressly disclaims membership in a group under Rule 13d-5(b) of the Securities Exchange Act of 1934.