| | Acquisition of Common Stock
In February 2021, Labs Affiliates purchased an aggregate of 5,500,000 shares of Common Stock from the Issuer at a purchase price of $0.0001 per share, or $550 in the aggregate.
Conversion of Simple Agreements for Future Equity (SAFEs) and Direct Purchase of Series Seed Redeemable Convertible Preferred Stock
In February 2021, Fund V and Labs Co-Invest purchased an aggregate of 10,000,000 shares of Series Seed Redeemable Convertible Preferred Stock from the Issuer at a purchase price of $1.00 per share, or $10 million in the aggregate. The purchase price consisted of (i) $7,381,810.80 new cash investment by Fund V and the cancellation of $1,709,089.20 in SAFEs held by Fund V converted in connection with such financing, and (ii) $738,189.20 new cash investment by Labs Co-Invest and the cancellation of $170,910.80 in SAFEs held by Labs Co-Invest converted in connection with such financing.
Direct Purchase of Series A Redeemable Convertible Preferred Stock
In March 2021, Fund V purchased 5,250,000 shares of Series A Redeemable Convertible Preferred Stock and Opportunity Fund V purchased 2,250,000 shares of Series A Redeemable Convertible Preferred Stock at a purchase price of $4.00 per share, or $30.0 million in the aggregate.
Convertible Promissory Notes
In March 2021, the Issuer issued convertible promissory notes to Fund V, Opportunity Fund V and Labs Fund I with a total principal amount of $30.0 million in exchange for $30.0 million in cash. In August 2021, the Issuer issued additional convertible promissory notes to Labs Fund I with a total principal amount of $1.5 million in exchange for $1.5 million in cash. In September 2021, the Issuer amended and restated all outstanding convertible promissory notes held by Fund V, Opportunity Fund V and Labs Fund I and issued an additional convertible promissory note to Labs Fund I with a total principal amount of $6.0 million in exchange for $6.0 million in cash.
Series B-1 Redeemable Convertible Preferred Stock Financing
In December 2021, convertible notes held by Fund V, Opportunity Fund V and Labs Fund I automatically converted into an aggregate 9,760,088 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer at a conversion price of $4.00 per share, resulting in the cancellation of the Issuer's indebtedness of $39,040,356.18 in the aggregate.
As a result, Fund V acquired 2,618,356 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer, Opportunity Fund V acquired 2,618,356 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer and Labs Fund I acquired 4,523,376 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer.
Direct Purchase of Series B-2 Redeemable Convertible Preferred Stock
In May 2023, Fund V purchased an aggregate of 1,939,643 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer, Opportunity Fund V purchased an aggregate of 969,821 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer, Labs Fund I purchased an aggregate of 969,821 shares of Redeemable Convertible Preferred Stock of the Issuer, and Fund VI purchased an aggregate of 969,821 shares of Redeemable Convertible Preferred Stock of the Issuer at a price of $5.00 per share, or $24,245,530 in the aggregate.
In October 2023, Fund V purchased an aggregate of 969,821 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer, Opportunity Fund V purchased an aggregate of 484,910 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer, Labs Fund I purchased an aggregate of 484,911 shares of Redeemable Convertible Preferred Stock of the Issuer, and Fund VI purchased an aggregate of 484,910 shares of Redeemable Convertible Preferred Stock of the Issuer at a price of $5.00 per share, or $12,122,760 in the aggregate.
Direct Purchase of Series C Redeemable Convertible Preferred Stock
In March 2024, Fund V purchased an aggregate of 2,389,859 shares of Series C Redeemable Convertible Preferred Stock of the Issuer, Opportunity Fund V purchased an aggregate of 1,593,239 shares of Series C Redeemable Convertible Preferred Stock of the Issuer, Labs Fund I purchased an aggregate of 1,593,239 shares of Series C Redeemable Convertible Preferred Stock of the Issuer, and Fund VI purchased an aggregate of 3,983,098 shares of Series C Redeemable Convertible Preferred Stock of the Issuer at a price of $3.13826 per share, or $29,999,992.48 in the aggregate.
In May 2024, Fund V purchased an aggregate of 2,389,859 shares of Series C Redeemable Convertible Preferred Stock of the Issuer, Opportunity Fund V purchased an aggregate of 1,593,239 shares of Series C Redeemable Convertible Preferred Stock of the Issuer, Labs Fund I purchased an aggregate of 1,593,239 shares of Series C Redeemable Convertible Preferred Stock of the Issuer, and Fund VI purchased an aggregate of 3,983,098 shares of Series C Redeemable Convertible Preferred Stock of the Issuer at a price of $3.13826 per share, or $29,999,992.48 in the aggregate.
Reverse Stock Split and Conversion
On June 20, 2024, the Issuer effected a 1-for-4.675 reverse stock split of its issued and outstanding Common Stock, as a result of which Fund V held 1,944,577 shares of Series Seed Redeemable Convertible Preferred Stock of the Issuer; Labs Co-Invest held 194,459 shares of Series Seed Redeemable Convertible Preferred Stock of the Issuer; Fund V held 1,122,994 shares of Series A Redeemable Convertible Preferred Stock of the Issuer; Opportunity Fund V held 481,283 shares of Series A Redeemable Convertible Preferred Stock of the Issuer; Fund V held 560,076 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer; Opportunity Fund V held 560,076 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer; Labs Fund I held 967,567 shares of Series B-1 Redeemable Convertible Preferred Stock of the Issuer; Fund V held 622,344 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer; Opportunity Fund V held 311,172 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer; Labs Fund I held 311,172 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer; Fund VI held 311,172 shares of Series B-2 Redeemable Convertible Preferred Stock of the Issuer; Fund V held 1,022,398 shares of Series C Redeemable Convertible Preferred Stock of the Issuer; Opportunity Fund V held 681,598 shares of Series C Redeemable Convertible Preferred Stock of the Issuer; Labs Fund I held 681,598 shares of Series C Redeemable Convertible Preferred Stock of the Issuer; Fund VI held 1,703,998 shares of Series C Redeemable Convertible Preferred Stock of the Issuer; and Labs Affiliates held 1,176,470 shares of Common Stock of the Issuer.
In connection with the closing of the Issuer's initial public offering on July 1, 2024 (the "Initial Offering"), each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock.
Purchase in Initial Offering
In connection with the Initial Offering, Fund V purchased 312,500 shares of the Issuer's Common Stock from the underwriters for $16.00 per share, or $5,000,000.00 in the aggregate; and Fund VI purchased 2,187,500 shares of the Issuer's Common Stock from the underwriters for $16.00 per share, or $35,000,000.00 in the aggregate. Such purchases occurred pursuant to and on the terms set forth in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) on June 28, 2024 with the SEC (File No. 333-280068) (the "Prospectus").
Open Market Purchase
On May 2, 2025, Fund VI purchased 25,000 shares of the Issuer's Common Stock at a price of $4.62 per share, or $115,500 in the aggregate, in an open market purchase.
On May 6, 2025, Fund VI purchased 20,000 shares of the Issuer's Common Stock at a price of $4.34 per share, or $86,800 in the aggregate, in an open market purchase.
On November 17, 2025, Opportunity Fund V purchased (i) 50,000 shares of the Issuer's Common Stock at a price of $5.60 per share, or $280,000 in the aggregate, in an open market purchase and (ii) 150,000 shares of the Issuer's Common Stock at a price of $5.59 per share, or $838,500 in the aggregate, in an open market purchase
On November 18, 2025, Opportunity Fund V purchased 117,374 shares of the Issuer's Common Stock at a price of $6.19 per share, or $726,545.06 in the aggregate, in an open market purchase.
On November 19, 2025, Opportunity Fund V purchased 190,500 shares of the Issuer's Common Stock at a price of $6.56 per share, or $1,249,680 in the aggregate, in an open market purchase.
On November 21, 2025, Opportunity Fund V purchased 72,212 shares of the Issuer's Common Stock at a price of $7.38 per share, or $532,924.56 in the aggregate, in an open market purchase.
Follow-on Offering
The Issuer filed a Prospectus Supplement pursuant to Rule 424(b)(5) on January 8, 2026 with the SEC (the "2026 Prospectus Supplement") that details the Issuer's offering of 17,650,000 shares of Common Stock (the "Follow-on Offering").
On January 8, 2026, in connection with the Follow-on Offering, Fund V purchased 117,647 shares of the Issuer's Common Stock at a price of $17.00 per share, or $1,999,999 in the aggregate and Opportunity Fund V purchased 294,117 shares of the Issuer's Common Stock at a price of $17.00 per share, or $4,999,989 in the aggregate. Such purchases occurred pursuant to and on the terms set forth in the 2026 Prospectus Supplement.
Source of Funds
The source of the funds for all purchases and acquisitions by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and Labs Affiliates was from working capital.
No part of the purchase price was borrowed by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and Labs Affiliates for the purpose of acquiring any securities discussed in this Item 3. |
| | In connection with the issuance of the Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock of the Issuer, Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and certain other investors entered into an Amended and Restated Investors' Rights Agreement dated March 4, 2024 (the "Rights Agreement"). The Rights Agreement grants to Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and certain other parties thereto certain rights including demand registration rights, piggyback registration rights and Form S-3 registration rights. Such registration rights will expire, with respect to any particular stockholder, upon the earliest to occur of: (a) the closing of a Deemed Liquidation Event (as defined therein) (b) such time after consummation of the IPO (as defined therein) as Rule 144 or another similar exemption under the Securities Act (as defined therein) is available for the sale of all of such holder's shares without limitation during a three-month period without registration; or (c) the fifth anniversary of the IPO (as defined therein). The rights set forth in the Rights Agreement are more fully described in the Prospectus and incorporated herein by reference.
Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I entered into a letter agreement with Morgan Stanley & Co, LLC, Leerink Partners LLC, Cantor Fitzgerald & Co., and Guggenheim Securities, LLC, as representatives of the underwriters, on March 4, 2024 (together, the "Lock-Up Agreements"). Pursuant to the Lock-Up Agreements, Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V, Labs Fund I and Tananbaum agreed that they would not, during the period ending 180 days after the date set forth on the Prospectus and subject to limited exceptions, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Such Lock-Up Agreement is more fully described in the Prospectus and incorporated herein by reference.
In connection with the Follow-On Offering, each of Tananbaum, Fund V and Opportunity Fund V entered into a lock-up agreement, pursuant to which each such party agreed, subject to certain exceptions, not to sell, transfer or otherwise convey certain of the Issuer's securities held by Fund V or Opportunity Fund V for 60 days following the date of the 2026 Prospectus Supplement. The terms and provisions of such lock-up agreement are described more fully in 2026 Prospectus Supplement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit E to this Statement and is incorporated herein by reference.
Tananbaum, in his capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement with the Issuer. Such Indemnification Agreement is more fully described in the Prospectus and incorporated herein by reference. |