[SCHEDULE 13G/A] Artiva Biotherapeutics, Inc. Amended Passive Investment Disclosure
Artiva stake updated by Venrock Healthcare group
Artiva Biotherapeutics, Inc. received an amended Schedule 13G/A from a group of Venrock Healthcare-affiliated funds and individuals reporting their beneficial ownership of common stock.
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Artiva Biotherapeutics, Inc. received an amended Schedule 13G/A from a group of Venrock Healthcare-affiliated funds and individuals reporting their beneficial ownership of common stock. As of June 30, 2026, the reporting group collectively beneficially owned 2,043,596 shares of Artiva common stock. This represented 4.2% of the outstanding common stock, so the group now reports ownership of 5 percent or less of the class. All shares are held with shared voting and dispositive power through various Venrock Healthcare Capital Partners entities, with management entities and individuals Nimish Shah and Bong Y. Koh having shared authority as described.
Key Figures
Shares beneficially owned:2,043,596 sharesPercent of class owned:4.2%Shares outstanding baseline:24,716,672 shares+2 more
5 metrics
Shares beneficially owned2,043,596 sharesArtiva common stock beneficially owned by the Venrock Healthcare reporting group as of June 30, 2026
Percent of class owned4.2%Portion of Artiva common stock class beneficially owned by the reporting persons
Shares outstanding baseline24,716,672 sharesArtiva common stock outstanding as of April 30, 2026 from Form 10-Q
New shares issued23,871,526 sharesArtiva common stock issued on May 11, 2026 per Prospectus Supplement
CUSIP04317A107CUSIP for Artiva Biotherapeutics common stock, par value $0.0001 per share
"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 2,043,596.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 2,043,596.00"
Schedule 13G/Aregulatory
"The Reporting Persons are members of a group for the purposes of this /A."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
power of attorneylegal
"Exhibit 24.1 Power of Attorney for Bong Koh"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in ARTV does the Venrock Healthcare group report in this Schedule 13G/A?
The reporting Venrock Healthcare group reports beneficial ownership of 2,043,596 shares of Artiva Biotherapeutics common stock, representing 4.2% of the outstanding common stock as of June 30, 2026.
Which entities are included as reporting persons in the Artiva (ARTV) Schedule 13G/A?
The reporting persons are Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, and individuals Nimish Shah and Bong Koh.
How is the 4.2% ownership in ARTV calculated for the Venrock Healthcare group?
The 4.2% ownership is based on 24,716,672 shares of Artiva common stock outstanding as of April 30, 2026 plus 23,871,526 shares issued on May 11, 2026, as reported in Artiva’s Form 10-Q and Prospectus Supplement.
Do the Venrock Healthcare reporting persons have sole or shared voting power over ARTV shares?
The reporting persons disclose 0 shares with sole voting power and 2,043,596 shares with shared voting power, and the same amounts for dispositive power, indicating all reported shares are controlled on a shared basis.
What does the Item 5 disclosure in the ARTV Schedule 13G/A signify?
Item 5 states “Ownership of 5 percent or less of a class,” indicating the Venrock Healthcare reporting group’s beneficial ownership in Artiva common stock is now at or below the 5% threshold that triggers Schedule 13G reporting.
Where is Artiva Biotherapeutics’ principal executive office located according to this filing?
Artiva Biotherapeutics’ principal executive office is listed as 5505 Morehouse Drive, Suite 100, San Diego, CA 92121, which is the address associated with the issuer in this Schedule 13G/A.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ARTIVA BIOTHERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
04317A107
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
04317A107
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,043,596.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,043,596.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,043,596.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ARTIVA BIOTHERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
5505 Morehouse Drive, Suite 100, San Diego, CA, 92121.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
04317A107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 297,680 shares of common stock held by VHCP III, (ii) 29,750 shares of common stock held by VHCP Co-Investment III, and (iii) 1,716,166 shares of common stock held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 24,716,672 shares of the Issuer's common stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 8, 2026, and (ii) 23,871,526 shares of common stock issued by the Issuer on May 11, 2026, as reported in the Issuer's Prospectus Supplement filed with the SEC on May 8, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on August 1, 2024)
Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on August 1, 2024)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on August 1, 2024)
