Aspen Neuroscience reports OrbiMed preferred stake

Q: How many underlying common shares are listed for each ASPE preferred-stock series?

The listed amounts are 196,541 Seed-2, 642,745 A-1, 616,984 A-2, 625,743 Series B, and 507,119 Series C underlying common shares, as of October 29, 2026.

Q: Do ASPE's convertible preferred shares expire?

The preferred securities have no expiration date. Each share may be converted at the holder's option at any time; at completion of the IPO, each automatically converts on a 1-for-9.8821 basis for no additional consideration.

At completion of Aspen Neuroscience's IPO, each preferred-stock share will automatically convert into common stock on a 1-for-9.8821 basis for no additional consideration.

Accepted by SEC EDGAR 10/29/2026 - 08:05 PM EDT

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Rhea-AI Filing Summary

Aspen Neuroscience, Inc. reports five indirect preferred-stock positions held by OrbiMed Private Investments VII, LP: 196,541 Seed-2, 642,745 A-1, 616,984 A-2, 625,743 Series B, and 507,119 Series C underlying common shares as of October 29, 2026. Peter A. Thompson is identified as a director and ten percent owner. At IPO completion, each preferred share automatically converts on a 1-for-9.8821 basis for no additional consideration; the listed common-share counts give effect to conversion.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Thompson Peter A.

Role Director, 10% Owner

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

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

Footnotes (2)

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.
F2. These securities are 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 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 the Reporting Persons OrbiMed GP, OrbiMed Advisors, Dr. Gordon, Mr. Neild and Mr. Hsu disclaim beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.

Key Figures

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

6 metrics

Seed-2 underlying common shares 196,541 shares As of October 29, 2026; shares give effect to conversion.

A-1 underlying common shares 642,745 shares As of October 29, 2026; shares give effect to conversion.

A-2 underlying common shares 616,984 shares As of October 29, 2026; shares give effect to conversion.

Series B underlying common shares 625,743 shares As of October 29, 2026; shares give effect to conversion.

Series C underlying common shares 507,119 shares As of October 29, 2026; shares give effect to conversion.

Preferred-stock conversion ratio 1-for-9.8821 Automatic conversion into common stock at completion of the IPO.

Key Terms

pecuniary interest, beneficial ownership, 1-for-9.8821 basis

3 terms

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein if any"

beneficial ownership financial

"disclaim 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.

1-for-9.8821 basis financial

"automatically convert on a 1-for-9.8821 basis"

FAQ

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

How many underlying common shares are listed for each ASPE preferred-stock series?

The listed amounts are 196,541 Seed-2, 642,745 A-1, 616,984 A-2, 625,743 Series B, and 507,119 Series C underlying common shares, as of October 29, 2026.

Do ASPE's convertible preferred shares expire?

The preferred securities have no expiration date. Each share may be converted at the holder's option at any time; at completion of the IPO, each automatically converts on a 1-for-9.8821 basis for no additional consideration.

Who holds the ASPE preferred shares and may have voting power over them?

The securities are held by OrbiMed Private Investments VII, LP. OrbiMed Capital GP VII LLC is its general partner, and OrbiMed Advisors LLC is the managing member of OrbiMed GP; both may be deemed to have voting and investment power. OrbiMed Advisors exercises that power through a committee comprising Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu. Those named reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

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^*

Thompson Peter A.

(Last)

(First)

(Middle)

C/O ASPEN NEUROSCIENCE, INC.

10835 ROAD TO THE CURE, SUITE 100

(Street)

SAN DIEGO

CALIFORNIA

92121

(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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series Seed-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	196,541	⁽¹⁾	I	See Footnote 2.⁽²⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	642,745	⁽¹⁾	I	See Footnote 2.⁽²⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	616,984	⁽¹⁾	I	See Footnote 2.⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	625,743	⁽¹⁾	I	See Footnote 2.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	507,119	⁽¹⁾	I	See Footnote 2.⁽²⁾

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. These securities are 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 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 the Reporting Persons OrbiMed GP, OrbiMed Advisors, Dr. Gordon, Mr. Neild and Mr. Hsu disclaim beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Jeffrey L. Boerneke, as Attorney-in-Fact	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)

Source: View Original Filing on SEC EDGAR