Apnimed, Inc. (APMD) SEC Filings, Jul-Aug 2026

Apnimed, Inc. director William A. Jones Jr. reported derivative transactions involving stock options for 44,477 shares of common stock at an exercise price of $16.00 per share, expiring on July 29, 2036. The options are scheduled to vest in substantially equal monthly installments over 36 months after July 30, 2026, contingent on his continued service. The filing also notes a reclassification in which each share of Class A common stock was reclassified into one share of common stock pursuant to Rule 16b-7 and Rule 16b-3, which is described as an exempt reclassification.

Apnimed, Inc. director Lawrence G. Miller reported a series of equity reclassification and option-related transactions dated August 3, 2026. A key step was the conversion of 10,845 shares of Series A Preferred Stock into an equal number of shares of Class A Common Stock, then into Common Stock, in connection with the issuer’s initial public offering and a one-for-one reclassification of Class A Common Stock into Common Stock pursuant to Rule 16b-7 and Rule 16b-3.

Miller also reported multiple paired transactions in which stock options and shares labeled as Class A Common Stock (and trust-held Class A Common Stock) were disposed of and corresponding options or shares labeled as Common Stock were acquired in identical amounts, at exercise prices ranging from $1.00 to $8.88 per share, with various vesting schedules. Footnotes state that 100% of the shares subject to certain options are fully vested, and others vest over 24–48 months of continuous service. Several positions are held indirectly through irrevocable family trusts, and Miller disclaims beneficial ownership except to the extent of any pecuniary interest.

Apnimed, Inc. President Dennis Patrick Molnar reported a series of internal equity adjustments and option grants. On 2026-08-03, each share of Class A Common Stock was reclassified into one share of Common Stock under Rule 16b-7 and Rule 16b-3, resulting in paired dispositions and acquisitions of both common shares and multiple stock option awards at exercise prices ranging from $1.00 to $16.00 per share. A separate stock option for 55,596 shares at $16.00 per share was granted on 2026-07-30, vesting in substantially equal monthly installments over 24 months after July 30, 2026.

Apnimed, Inc. amended its corporate governance documents in connection with the consummation of its initial public offering. Immediately prior to the IPO, the company filed a Ninth Amended and Restated Certificate of Incorporation in Delaware, which authorizes 500,000,000 shares of common stock, eliminates all references to previously existing preferred stock series, and authorizes 10,000,000 shares of undesignated preferred stock that the board may issue in one or more series. At the same time, a Second Amended and Restated Bylaws became effective, establishing procedures for stockholder actions and director nominations, including advance notice requirements, and aligning the bylaws with the Restated Certificate.

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.

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.

Apnimed, Inc. (APMD) reported the initial beneficial ownership of director Paul J. Sekhri. He holds a stock option to purchase 169,468 shares of Class A Common Stock at an exercise price of $8.15 per share, expiring on May 28, 2036. One-third of the option vests after twelve months of continuous service following June 1, 2026, and the remaining shares vest in substantially equal quarterly installments over the next 24 months, subject to his continued service.

Apnimed, Inc. (APMD) reported the initial beneficial ownership of its Chief Financial Officer, Michael B. Kelly, on a Form 3. Kelly holds a stock option to purchase 333,580 shares of Class A Common Stock at an exercise price of $8.15 per share, expiring on June 23, 2036, held directly.

According to the vesting terms, 25% of the option shares vest and become exercisable after twelve months of continuous service following June 22, 2026, and the remaining shares vest in substantially equal monthly installments over the subsequent 36 months, subject to his continued service.