Apnimed (APMD) investors disclose Series C preferred stakes and $20M convertible note
Rhea-AI Filing Summary
Apnimed, Inc. reports that investment entities including Alpha Wave Ventures II, LP and related parties hold indirect positions in multiple preferred stock series and a convertible note. The entities indirectly hold Series C-1, C-2 and C-3 Preferred Stock, which are each convertible into Class A common stock at a ratio of 0.741 shares and will automatically convert into the stated numbers of common shares immediately prior to the closing of an initial public offering, then be reclassified into common stock in a Reclassification exempt under Rule 16b-7. Alpha Wave Ventures also holds a Convertible Promissory Note with aggregate principal of $20,000,000, or $21,838,904 including accrued and unpaid interest, which will automatically convert into common stock at a price equal to 90% of the IPO offering price upon the IPO closing and otherwise matures on September 17, 2027. The reporting persons expressly disclaim beneficial ownership for Section 16 purposes except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Alpha Wave Ventures GP, Ltd, Alpha Wave Global, LP, Lunate Holding RSC Ltd, Chimera Investment LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series C-1 Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Series C-2 Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Series C-3 Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Convertible Promissory Note F4, F5, F6, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Series C-1 Preferred Stock — 1,001,651 shares (Indirect, See footnotes);
Series C-2 Preferred Stock — 534,214 shares (Indirect, See footnotes);
Series C-3 Preferred Stock — 4,006,611 shares (Indirect, See footnotes);
Convertible Promissory Note — 0 shares (Indirect, See footnotes)
Footnotes (6)
- F1. Each of the Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock is convertible into 0.741 shares of the Issuer's Class A common stock (after giving effect to the one-for-1.349 reverse split with respect to the Class A common stock) at any time at the option of the holder, and will automatically convert immediately prior to the closing of the Issuer's initial public offering (the "IPO") into the number of shares shown in Column 3 without payment of additional consideration, which shares will then be reclassified into shares of Common Stock pursuant to the Reclassification (each as defined below). The convertible Preferred Stock has no expiration date.
- F2. Securities held by Alpha Wave Ventures II, LP ("Alpha Wave Ventures"). Alpha Wave Ventures GP, Ltd ("Alpha Wave Ventures GP") is the general partner of Alpha Wave Ventures. Alpha Wave Ventures GP is a joint venture between Alpha Wave Global, LP ("Alpha Wave") and Lunate Holding RSC LTD ("Lunate"). Lunate is majority-owned by Chimera Investment LLC ("Chimera," together with Alpha Wave Ventures GP, Alpha Wave and Lunate, the "Reporting Persons"). Richard Gerson is the Chairman and Chief Investment Officer of Alpha Wave. Chimera is controlled by its board of directors. The managing partners of Lunate Capital Limited, a wholly-owned investment manager subsidiary of Lunate, manage the investment activities of Lunate.
- F3. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F4. Alpha Wave Ventures holds a Convertible Promissory Note in the aggregate principal amount of $20,000,000 (the "Note"), or $21,838,904 including accrued and unpaid interest thereon. The Note was originally issued on September 17, 2025 and includes a conversion feature providing for automatic conversion upon the closing of the IPO. As a result of the IPO pricing on July 30, 2026, the conversion price will equal 90% of the IPO offering price, contingent upon the closing of the IPO.
- F5. The Note matures on September 17, 2027, but will convert automatically upon the closing of the IPO prior to the maturity date.
- F6. Following the conversion of all outstanding shares of the Issuer's Preferred Stock, Class B common stock and Class C common stock into shares of Class A common stock and the reclassification of each share of Class A common stock into one share of common stock ("Common Stock") in an exempt transaction pursuant to Rule 16b-7 (the "Reclassification"), in each case immediately prior to the closing of the IPO, the principal amount of the Note (together with accrued interest thereon) will convert upon the closing of the IPO into shares of Common Stock at a conversion price equal to 90% of the IPO price per share.
Key Figures
Series C-1 underlying shares: 1,001,651 shares
Series C-2 underlying shares: 534,214 shares
Series C-3 underlying shares: 4,006,611 shares
+5 more
8 metrics
Series C-1 underlying shares
1,001,651 shares
Underlying common shares for Series C-1 Preferred Stock upon automatic IPO conversion
Series C-2 underlying shares
534,214 shares
Underlying common shares for Series C-2 Preferred Stock upon automatic IPO conversion
Series C-3 underlying shares
4,006,611 shares
Underlying common shares for Series C-3 Preferred Stock upon automatic IPO conversion
Preferred conversion ratio
0.741 shares
Each Series C preferred share converts into 0.741 Class A common shares
Convertible note principal
$20,000,000
Aggregate principal amount of Alpha Wave Ventures’ Convertible Promissory Note
Note with accrued interest
$21,838,904
Principal plus accrued and unpaid interest on the Convertible Promissory Note
IPO conversion discount
90% of IPO price
Conversion price for the note into common stock upon IPO closing
Note maturity date
September 17, 2027
Scheduled maturity of the Convertible Promissory Note absent earlier IPO conversion
Key Terms
Convertible Promissory Note, reverse split, Reclassification, Rule 16b-7, +2 more
6 terms
Convertible Promissory Note financial
"Alpha Wave Ventures holds a Convertible Promissory Note in the aggregate principal amount"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
reverse split financial
"convertible into 0.741 shares of the Issuer's Class A common stock (after giving effect to the one-for-1.349 reverse split"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
Reclassification financial
"shares will then be reclassified into shares of Common Stock pursuant to the Reclassification"
Reclassification is the formal change in how an asset, liability, security, transaction, or business activity is labeled on financial records or under rules. It matters to investors because the new label can alter reported profits, tax treatment, ownership rights or perceived risk—much like moving an item from 'personal' to 'business' use, it doesn't create value by itself but can change comparisons, taxes, and who controls outcomes.
Rule 16b-7 regulatory
"reclassification of each share of Class A common stock into one share of common stock in an exempt transaction pursuant to Rule 16b-7"
A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.
Section 16 of the Securities Exchange Act of 1934 regulatory
"For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons expressly disclaims"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
When will the Apnimed (APMD) preferred stock and note convert into common stock?
The Series C preferred stock automatically converts into common shares immediately before the IPO closing. The Convertible Promissory Note converts upon the IPO closing at 90% of the IPO price, prior to its stated maturity in 2027.
Do the reporting persons claim full beneficial ownership of their Apnimed (APMD) holdings?
No. The reporting persons expressly disclaim beneficial ownership of the reported securities for Section 16 purposes, except to the extent of their pecuniary interest, and state that this report is not an admission of beneficial ownership.