Aspen Neuroscience: OrbiMed holds preferred shares

The preferred shares are convertible at the holder’s option and automatically convert into common stock upon completion of Aspen Neuroscience’s IPO.

Accepted by SEC EDGAR 10/29/2026 - 08:29 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Aspen Neuroscience, Inc. (ASPE) Form 3 lists indirect holdings by OrbiMed Private Investments VII, LP of preferred stock representing 196,541 Series Seed-2, 642,745 Series A-1, 616,984 Series A-2, 625,743 Series B, and 507,119 Series C common shares on a conversion basis. Each preferred share may be converted at the holder’s option at any time; upon completion of the issuer’s initial public offering, conversion is automatic on a 1-for-9.8821 basis without additional consideration. OrbiMed Capital GP VII LLC is the general partner of OPI VII, and OrbiMed Advisors LLC is the GP’s managing member; both may be deemed to have voting and investment power but disclaim beneficial ownership except for any pecuniary interest. OrbiMed Advisors exercises that power through a management committee comprising Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership except for any pecuniary interest. Peter Thompson, a member of OrbiMed Advisors, was designated to serve on Aspen Neuroscience’s board.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC

Role Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Holding	Series Seed-2 Convertible Preferred Stock F1, F2, F3	--	--	--
Holding	Series A-1 Convertible Preferred Stock F1, F2, F3	--	--	--
Holding	Series A-2 Convertible Preferred Stock F1, F2, F3	--	--	--
Holding	Series B Convertible Preferred Stock F1, F2, F3	--	--	--
Holding	Series C Convertible Preferred Stock F1, F2, F3	--	--	--

Holdings: Series Seed-2 Convertible Preferred Stock — 196,541 contracts (Indirect, See footnotes); Series A-1 Convertible Preferred Stock — 642,745 contracts (Indirect, See footnotes); Series A-2 Convertible Preferred Stock — 616,984 contracts (Indirect, See footnotes); Series B Convertible Preferred Stock — 625,743 contracts (Indirect, See footnotes); Series C Convertible Preferred Stock — 507,119 contracts (Indirect, See footnotes)

Footnotes (3)

1. F1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 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.
2. F2. Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.
3. F3. This report on Form 3 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Key Figures

Series Seed-2 underlying common shares: 196,541 shares Series A-1 underlying common shares: 642,745 shares Series A-2 underlying common shares: 616,984 shares +3 more

6 metrics

Series Seed-2 underlying common shares 196,541 shares Preferred stock held by OrbiMed Private Investments VII, LP; conversion basis

Series A-1 underlying common shares 642,745 shares Preferred stock held by OrbiMed Private Investments VII, LP; conversion basis

Series A-2 underlying common shares 616,984 shares Preferred stock held by OrbiMed Private Investments VII, LP; conversion basis

Series B underlying common shares 625,743 shares Preferred stock held by OrbiMed Private Investments VII, LP; conversion basis

Series C underlying common shares 507,119 shares Preferred stock held by OrbiMed Private Investments VII, LP; conversion basis

Preferred stock conversion basis 1-for-9.8821 Automatic conversion upon completion of the issuer’s initial public offering

Key Terms

Convertible Preferred Stock, beneficial ownership, pecuniary interest, initial public offering

4 terms

Convertible Preferred Stock financial

"Series Seed-2 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.

beneficial ownership regulatory

"disclaims beneficial ownership of the shares held by OPI VII"

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 its or his pecuniary interest therein if any"

initial public offering financial

"completion of the Issuer's initial public offering of its Common Stock"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What holdings did OrbiMed report in ASPE Form 3?

OrbiMed Private Investments VII, LP held preferred stock representing 196,541 Series Seed-2, 642,745 Series A-1, 616,984 Series A-2, 625,743 Series B, and 507,119 Series C common shares on a conversion basis. The reported counts give effect to conversion.

How do Aspen Neuroscience’s preferred shares convert?

Each preferred share may be converted at the holder’s option at any time. Upon completion of the issuer’s initial public offering, each share will automatically convert on a 1-for-9.8821 basis into common stock without additional consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2026

3. Issuer Name and Ticker or Trading Symbol
Aspen Neuroscience, Inc. [ ASPE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed-2 Convertible Preferred Stock	(1)	(1)	Common Stock	196,541	(1)	I	See footnotes(2)(3)
Series A-1 Convertible Preferred Stock	(1)	(1)	Common Stock	642,745	(1)	I	See footnotes(2)(3)
Series A-2 Convertible Preferred Stock	(1)	(1)	Common Stock	616,984	(1)	I	See footnotes(2)(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	625,743	(1)	I	See footnotes(2)(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	507,119	(1)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VII LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed-2 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.

2. Securities held by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.

3. This report on Form 3 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	10/29/2026
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC	10/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)