Apnimed insiders convert preferred and notes to stock
Apnimed, Inc. reported that investment entities associated with Alpha Wave Ventures and related parties converted several derivative securities into Common Stock in connection with the closing of its IPO.
Rhea-AI Filing Summary
Apnimed, Inc. reported that investment entities associated with Alpha Wave Ventures and related parties converted several derivative securities into Common Stock in connection with the closing of its IPO. Series C-1, C-2 and C-3 Preferred Stock automatically converted into an aggregate of 5,540,476 shares of Common Stock, and Convertible Notes converted into 1,512,480 shares of Common Stock at a $14.40 per-share conversion price. Footnotes state these preferred shares converted on a 0.741-for-one basis into Class A Common Stock immediately prior to a reclassification into Common Stock exempt under Rule 16b-7, and that the Convertible Promissory Note’s $20,000,000 principal plus $1,779,726 accrued interest automatically converted before its September 17, 2027 maturity date. The reporting persons expressly disclaim beneficial ownership except to the extent of any pecuniary interest.
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Insights
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Insider Trade Summary
7,476,800 shares exercised/converted
Exercise
8 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 |
|---|---|---|---|---|
| Conversion | Series C-1 Preferred Stock F1, F2, F3, F4 | 1,351,227 | $0.00 | $0.00 |
| Conversion | Series C-2 Preferred Stock F1, F2, F3, F4 | 720,655 | $0.00 | $0.00 |
| Conversion | Series C-3 Preferred Stock F1, F2, F3, F4 | 5,404,918 | $0.00 | $0.00 |
| Conversion | Convertible Notes F5, F6, F7, F2, F3, F4 | -- | $0.00 | -- |
| Conversion | Common Stock F2, F1, F3, F4 | 1,001,651 | -- | -- |
| Conversion | Common Stock F2, F1, F3, F4 | 534,214 | -- | -- |
| Conversion | Common Stock F2, F1, F3, F4 | 4,006,611 | -- | -- |
| Conversion | Common Stock F2, F3, F4 | 1,512,480 | $13.50 | $20.42M |
Holdings After Transaction:
Series C-1 Preferred Stock — 0 contracts (Indirect, See footnotes);
Series C-2 Preferred Stock — 0 contracts (Indirect, See footnotes);
Series C-3 Preferred Stock — 0 contracts (Indirect, See footnotes);
Convertible Notes — 0 contracts (Indirect, See footnotes);
Common Stock — 7,054,956 shares (Indirect, See footnotes)
Footnotes (7)
- F1. Upon the closing of the Issuer's initial public offering (the "IPO"), each share of the Company's Preferred Stock automatically converted into one share of Class A Common Stock on a 0.741-for-one basis immediately prior to the closing of the IPO without payment of additional consideration, which shares were then reclassified into shares of Common Stock pursuant to the Reclassification described in footnote 2. The Preferred Stock had no expiration date.
- F2. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class A Common Stock was reclassified into one share of Common Stock immediately prior to the closing of the IPO (the "Reclassification").
- F3. 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.
- F4. 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.
- F5. Includes $1,779,726 of accrued and unpaid interest.
- F6. The principal amount of the Convertible Promissory Note (the "Note") (together with accrued interest thereon) automatically converted upon the closing of the IPO into shares of Common Stock. The number of shares reported represents the outstanding principal amount of $20,000,000 plus accrued interest of $1,779,726 as of the IPO closing date, divided by the conversion price of $14.40 per share.
- F7. The maturity date of the Note was September 17, 2027, but it automatically converted upon the closing of the IPO prior to the maturity date.
Key Figures
Series C-1 Preferred conversion: 1,001,651 shares of Common Stock
Series C-2 Preferred conversion: 534,214 shares of Common Stock
Series C-3 Preferred conversion: 4,006,611 shares of Common Stock
+5 more
8 metrics
Series C-1 Preferred conversion
1,001,651 shares of Common Stock
Underlying shares from conversion of 1,351,227 shares of Series C-1 Preferred Stock on August 3, 2026
Series C-2 Preferred conversion
534,214 shares of Common Stock
Underlying shares from conversion of 720,655 shares of Series C-2 Preferred Stock on August 3, 2026
Series C-3 Preferred conversion
4,006,611 shares of Common Stock
Underlying shares from conversion of 5,404,918 shares of Series C-3 Preferred Stock on August 3, 2026
Aggregate preferred conversion shares
5,540,476 shares of Common Stock
Sum of underlying Common Stock from Series C-1, C-2 and C-3 Preferred Stock conversions
Convertible Note conversion price
$14.40 per share
Conversion of principal and accrued interest into 1,512,480 shares of Common Stock upon IPO closing
Convertible Note principal
$20,000,000
Outstanding principal amount of the Convertible Promissory Note that converted into Common Stock
Accrued interest included
$1,779,726
Accrued and unpaid interest included in the Convertible Note conversion calculation
Shares from Convertible Note
1,512,480 shares of Common Stock
Number of Common shares issued upon automatic conversion of principal plus interest at $14.40 per share
Key Terms
Convertible Promissory Note, Reclassification, Rule 16b-7, pecuniary interest, +1 more
5 terms
Convertible Promissory Note financial
"The principal amount of the Convertible Promissory Note (the "Note")..."
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.
Reclassification financial
"each share of Class A Common Stock was reclassified into one share of Common Stock..."
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
"Pursuant to a reclassification exempt under Rule 16b-7, each share of Class A Common Stock..."
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.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest..."
automatic conversion financial
"Preferred Stock automatically converted into one share of Class A Common Stock on a 0.741-for-one basis..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were the terms of the Apnimed (APMD) Convertible Note conversion?
A Convertible Promissory Note with $20,000,000 principal plus $1,779,726 accrued interest converted into 1,512,480 shares of Common Stock at a $14.40 conversion price per share, automatically upon the IPO closing, prior to its September 17, 2027 maturity date.
Did Apnimed (APMD) insiders execute open-market trades in this Form 4?
The reported transactions involve automatic conversions of preferred stock and a Convertible Note into Common Stock in connection with the IPO, not open-market purchases or sales. The Form 4 uses code “C” for conversion of derivative securities, with no “P” or “S” codes reported.
Who are the reporting persons in Apnimed (APMD)’s Form 4 and how are securities held?
Securities are held by Alpha Wave Ventures II, LP, with Alpha Wave Ventures GP, Alpha Wave Global, Lunate Holding and Chimera Investment as reporting persons. Footnotes state they disclaim beneficial ownership beyond any pecuniary interest, and the positions are reported as indirectly owned.
AI-generated analysis. How Rhea-AI works. Not financial advice.
