Morningside details pre-IPO Apnimed holdings
Morningside Venture Investments Ltd filed an initial ownership report for Apnimed, Inc., showing holdings of Convertible Preferred Stock and a Convertible Promissory Note that are convertible into an aggregate of 6,915,837 shares of Common Stock.
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Form Type
3
Rhea-AI Filing Summary
Morningside Venture Investments Ltd filed an initial ownership report for Apnimed, Inc., showing holdings of Convertible Preferred Stock and a Convertible Promissory Note that are convertible into an aggregate of 6,915,837 shares of Common Stock. The Preferred Stock will automatically convert immediately prior to Apnimed’s IPO, and the Note will convert at a price equal to 90% of the IPO price per share upon the IPO closing or otherwise mature on September 17, 2027. Certain directors of Morningside share voting and dispositive power and disclaim beneficial ownership of these securities.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Morningside Venture Investments Ltd
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Convertible Preferred Stock F1, F2 | -- | -- | -- |
| Holding | Convertible Promissory Note F3, F4, F5, F2, F6 | -- | -- | -- |
Holdings:
Convertible Preferred Stock — 6,840,213 contracts (Direct);
Convertible Promissory Note — 75,624 contracts (Indirect, By MVIL, LLC)
Footnotes (6)
- F1. Each share of convertible Preferred Stock is convertible into one share of Class A common stock ("Class A Common Stock") at any time at the option of the holder into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by dividing the original issuance price of each series of convertible Preferred Stock by each series' conversion price in effect at the time of conversion, 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 ("Common Stock") pursuant to the Reclassification (as defined below). The convertible Preferred Stock has no expiration date.
- F2. Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of Morningside Venture Investments Limited ("Morningside") and share voting and dispositive power with respect to the securities held by Morningside and MVIL, LLC, Morningside's wholly-owned subsidiary. Ms. Richard, Ms. Franklin, Mr. Edwards, and Mr. Cheung each disclaim ownership of the securities owned by Morningside and MVIL, LLC.
- F3. The Convertible Promissory Note (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.
- F4. The Note matures on September 17, 2027, but will convert automatically upon the closing of the IPO prior to the maturity date.
- F5. 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 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.
- F6. Represents securities held by MVIL, LLC.
Key Figures
Underlying shares from Preferred Stock: 6,840,213 shares of Common Stock
Underlying shares from Convertible Note: 75,624 shares of Common Stock
Total underlying Common shares: 6,915,837 shares of Common Stock
+3 more
6 metrics
Underlying shares from Preferred Stock
6,840,213 shares of Common Stock
Convertible Preferred Stock position reported as of 2026-07-30
Underlying shares from Convertible Note
75,624 shares of Common Stock
Convertible Promissory Note position held by MVIL, LLC
Total underlying Common shares
6,915,837 shares of Common Stock
Sum of underlying shares from Preferred Stock and Note
Note issue date
September 17, 2025
Original issuance date of the Convertible Promissory Note
Note maturity date
September 17, 2027
Maturity date if not converted earlier upon IPO closing
IPO conversion discount
90% of IPO offering price
Conversion price for Note upon IPO closing
Key Terms
Convertible Preferred Stock, Convertible Promissory Note, automatic conversion, Reclassification, +1 more
5 terms
Convertible Preferred Stock financial
"Each share of convertible Preferred Stock is convertible into one share of Class A"
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
Convertible Promissory Note financial
"The Convertible Promissory Note (the "Note") was originally issued on September 17, 2025"
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.
automatic conversion financial
"includes a conversion feature providing for automatic conversion upon the closing of the IPO"
Reclassification financial
"reclassified into shares of common stock ("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
"in an exempt transaction pursuant to Rule 16b-7 (the "Reclassification")"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership in Apnimed, Inc. (APMD) does Morningside report on this Form 3?
Morningside reports holdings of Convertible Preferred Stock and a Convertible Promissory Note convertible into a total of 6,915,837 Apnimed Common shares. These positions establish Morningside as a significant, over-10% beneficial owner at the time of the filing.
What are the key terms of Morningside’s Convertible Promissory Note in Apnimed (APMD)?
The Convertible Promissory Note was issued on September 17, 2025 and is convertible into 75,624 Common shares. Upon Apnimed’s IPO closing, it converts automatically at a price equal to 90% of the IPO offering price; otherwise, it matures on September 17, 2027.
When will Morningside’s Apnimed (APMD) Preferred Stock and Note convert into Common Stock?
The Preferred Stock converts automatically into Common Stock immediately prior to the closing of Apnimed’s IPO. The Note converts automatically upon the IPO closing at 90% of the IPO price; if no IPO occurs before then, the Note instead matures on September 17, 2027.
Who controls voting and dispositive power over Morningside’s Apnimed (APMD) securities?
Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are directors of Morningside Venture Investments Limited. They share voting and dispositive power over securities held by Morningside and its subsidiary MVIL, LLC, while each disclaims beneficial ownership of those securities.
How are MVIL, LLC’s Apnimed (APMD) holdings reflected in this Form 3?
The filing shows 75,624 underlying Common shares from a Convertible Promissory Note held indirectly by Morningside through MVIL, LLC. A footnote specifies these securities are "held by MVIL, LLC," a wholly owned subsidiary of Morningside.
AI-generated analysis. How Rhea-AI works. Not financial advice.
