Aspen Neuroscience: ARCH funds hold preferred shares
The preferred-stock positions are presented as common-share equivalents under Aspen Neuroscience’s stated conversion terms.
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Form Type
3
Rhea-AI Filing Summary
Aspen Neuroscience, Inc. convertible preferred stock is reported as held by ARCH Venture Fund X, L.P. and ARCH Venture Fund X Overage, L.P. The positions represent common-share equivalents of 187,182 Series Seed; 298,258 Series A-1, 286,304 Series A-2, and 295,490 Series B for each fund; and 259,948 Series C for ARCH Venture Fund X, L.P. and 214,355 Series C for ARCH Venture Fund X Overage, L.P.
Each preferred share may be converted at the holder’s option at any time. Upon completion of Aspen Neuroscience’s initial public offering, the preferred stock automatically converts on a 1-for-9.8821 basis into common stock for no additional consideration. Keith Crandell, Kristina Burow, Steven Gillis, and Robert Nelsen comprise the investment committee and may be deemed to share voting and disposition power over the fund-held shares; they disclaim beneficial ownership except to the extent of any pecuniary interest.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
ARCH Venture Fund X, L.P., ARCH Venture Fund X Overage, L.P., ARCH Venture Partners X, L.P., ARCH Venture Partners X Overage, L.P., ARCH Venture Partners X, LLC, CRANDELL KEITH, Burow Kristina, GILLIS STEVEN, NELSEN ROBERT
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Series Seed Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| Holding | Series A-1 Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| Holding | Series A-1 Convertible Preferred Stock F1, F3, F4 | -- | -- | -- |
| Holding | Series A-2 Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| Holding | Series A-2 Convertible Preferred Stock F1, F3, F4 | -- | -- | -- |
| Holding | Series B Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| Holding | Series B Convertible Preferred Stock F1, F3, F4 | -- | -- | -- |
| Holding | Series C Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| Holding | Series C Convertible Preferred Stock F1, F3, F4 | -- | -- | -- |
Holdings:
Series Seed Convertible Preferred Stock — 187,182 contracts (Direct);
Series A-1 Convertible Preferred Stock — 596,516 contracts (Direct);
Series A-2 Convertible Preferred Stock — 572,608 contracts (Direct);
Series B Convertible Preferred Stock — 590,980 contracts (Direct);
Series C Convertible Preferred Stock — 474,303 contracts (Direct)
Footnotes (4)
- F1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock will automatically convert on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.
- F2. Securities held by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X.
- F3. Securities held by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage.
- F4. ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow, Steven Gillis, and Robert Nelsen (collectively, the "AVP X Committee Members") comprise the investment committee of AVP X LLC. AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. Each of AVP X LP, AVP X Overage LP, AVP X LLC, and the AVP X Committee Members disclaims beneficial ownership except to the extent of any pecuniary interest therein.
Key Figures
Series Seed underlying common shares: 187,182 shares
Series A-1 underlying common shares: 298,258 shares per fund
Series A-2 underlying common shares: 286,304 shares per fund
+4 more
7 metrics
Series Seed underlying common shares
187,182 shares
Held by ARCH Venture Fund X, L.P.; share number gives effect to conversion.
Series A-1 underlying common shares
298,258 shares per fund
ARCH Venture Fund X, L.P. and ARCH Venture Fund X Overage, L.P.; share numbers give effect to conversion.
Series A-2 underlying common shares
286,304 shares per fund
ARCH Venture Fund X, L.P. and ARCH Venture Fund X Overage, L.P.; share numbers give effect to conversion.
Series B underlying common shares
295,490 shares per fund
ARCH Venture Fund X, L.P. and ARCH Venture Fund X Overage, L.P.; share numbers give effect to conversion.
Series C underlying common shares
259,948 shares
Held by ARCH Venture Fund X, L.P.; share number gives effect to conversion.
Series C underlying common shares
214,355 shares
Held by ARCH Venture Fund X Overage, L.P.; share number gives effect to conversion.
IPO conversion basis
1-for-9.8821 basis
Automatic conversion into common stock upon completion of the initial public offering, for no additional consideration.
Key Terms
Convertible Preferred Stock, initial public offering, beneficial ownership, pecuniary interest
4 terms
Convertible Preferred Stock financial
"Series Seed Convertible Preferred Stock"
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.
initial public offering financial
"completion of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
beneficial ownership regulatory
"disclaims beneficial ownership except to the extent of any pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of any pecuniary interest therein"
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