Aspen Neuroscience director holds 7,747 direct shares

The two preferred-stock positions were reported using common-share equivalents tied to automatic conversion upon completion of the IPO.

Accepted by SEC EDGAR 10/29/2026 - 08:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Aspen Neuroscience, Inc. director Andrew Spaventa reported 7,747 common shares directly and 49,914 shares held by the Andrew K. Spaventa Living Trust Dated April 9, 2014. Axon Holdings, LLC Series XIII - Aspen Seed and Axon Holdings, LLC Series XXI - Aspen C held preferred-stock positions reported as representing 70,194 and 180,221 common shares, respectively, reflecting conversion at 1-for-9.8821 upon completion of the IPO, for no additional consideration. Spaventa also reported direct options covering 29,345 shares at $7.71 and 19,226 shares at $5.74.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Spaventa Andrew

Role Director

Type	Security	Shares	Price	Value
Holding	Series Seed Convertible Preferred Stock F2, F3	--	--	--
Holding	Series C Convertible Preferred Stock F2, F4	--	--	--
Holding	Stock Option (Right to Buy) F5	--	--	--
Holding	Stock Option (Right to Buy) F6	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock F1	--	--	--

Holdings: Series Seed Convertible Preferred Stock — 70,194 contracts (Indirect, See Footnote 3.); Series C Convertible Preferred Stock — 180,221 contracts (Indirect, See Footnote 4.); Stock Option (Right to Buy) — 48,571 contracts (Direct); Common Stock — 7,747 shares (Direct); Common Stock — 49,914 shares (Indirect, See Footnote 1.)

Footnotes (6)

1. F1. Shares of Common Stock held by The Andrew K. Spaventa Living Trust Dated April 9, 2014.
2. F2. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed 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.
3. F3. Securities held by Axon Holdings, LLC Series XIII - Aspen Seed, of which Mr. Spaventa is a managing partner.
4. F4. Securities held by Axon Holdings, LLC Series XXI - Aspen C, of which Mr. Spaventa is a managing partner.
5. F5. The option was granted on June 16, 2022. The option is fully vested and exercisable.
6. F6. The option was granted on November 26, 2025. The shares subject to the option were previously eligible to vest in 48 equal monthly installments beginning on December 20, 2025. In September 2026, the vesting schedule was amended such that the unvested shares subject to the option as of September 25, 2026, shall vest in equal monthly installments through November 20, 2031, subject to the Reporting Person's continuous service through each vesting date.

Key Figures

Direct common shares: 7,747 shares Trust-held common shares: 49,914 shares Series Seed common shares after conversion: 70,194 shares +5 more

8 metrics

Direct common shares 7,747 shares Andrew Spaventa's reported position dated October 29, 2026

Trust-held common shares 49,914 shares Held by the Andrew K. Spaventa Living Trust Dated April 9, 2014; reported October 29, 2026

Series Seed common shares after conversion 70,194 shares Indirect preferred-stock position held by Axon Holdings, LLC Series XIII - Aspen Seed; share number gives effect to conversion

Series C common shares after conversion 180,221 shares Indirect preferred-stock position held by Axon Holdings, LLC Series XXI - Aspen C; share number gives effect to conversion

First option underlying shares 29,345 shares Direct option; expires June 15, 2032

First option exercise price $7.71 per share Direct option covering 29,345 shares

Second option underlying shares 19,226 shares Direct option; expires November 25, 2035

Second option exercise price $5.74 per share Direct option covering 19,226 shares

Key Terms

Series Seed Convertible Preferred Stock, automatically convert, fully vested and exercisable, equal monthly installments

4 terms

Series Seed Convertible Preferred Stock financial

"Series Seed Convertible Preferred Stock"

automatically convert financial

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

fully vested and exercisable financial

"The option is fully vested and exercisable."

equal monthly installments financial

"shall vest in equal monthly installments through November 20, 2031"

FAQ

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

How many ASPE shares did Andrew Spaventa report?

The direct common-stock position was 7,747 shares; the Andrew K. Spaventa Living Trust Dated April 9, 2014 held 49,914 shares. Axon Holdings, LLC Series XIII - Aspen Seed and Axon Holdings, LLC Series XXI - Aspen C held preferred stock reported as representing 70,194 and 180,221 common shares, respectively, after the stated conversion.

When do Andrew Spaventa’s ASPE options expire?

The reported 29,345-share option expires June 15, 2032, and was granted June 16, 2022; it is fully vested and exercisable. The 19,226-share option expires November 25, 2035, and was granted November 26, 2025. Unvested shares as of September 25, 2026 vest in equal monthly installments through November 20, 2031, subject to continuous service.

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^*

Spaventa Andrew

(Last) (First) (Middle)

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		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)
Common Stock	7,747	D
Common Stock	49,914	I	See Footnote 1.(1)

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 Convertible Preferred Stock	(2)	(2)	Common Stock	70,194	(2)	I	See Footnote 3.(3)
Series C Convertible Preferred Stock	(2)	(2)	Common Stock	180,221	(2)	I	See Footnote 4.(4)
Stock Option (Right to Buy)	(5)	06/15/2032	Common Stock	29,345	$7.71	D
Stock Option (Right to Buy)	(6)	11/25/2035	Common Stock	19,226	$5.74	D

Explanation of Responses:

1. Shares of Common Stock held by The Andrew K. Spaventa Living Trust Dated April 9, 2014.

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

3. Securities held by Axon Holdings, LLC Series XIII - Aspen Seed, of which Mr. Spaventa is a managing partner.

4. Securities held by Axon Holdings, LLC Series XXI - Aspen C, of which Mr. Spaventa is a managing partner.

5. The option was granted on June 16, 2022. The option is fully vested and exercisable.

6. The option was granted on November 26, 2025. The shares subject to the option were previously eligible to vest in 48 equal monthly installments beginning on December 20, 2025. In September 2026, the vesting schedule was amended such that the unvested shares subject to the option as of September 25, 2026, shall vest in equal monthly installments through November 20, 2031, subject to the Reporting Person's continuous service through each vesting date.

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)