Perceptive Advisors (ATHA) caps LeonaBio stake at 19.99% and gains board seat

Rhea-AI Filing Summary

Perceptive Advisors and affiliates report owning 1,882,370 shares of LeonaBio common stock, representing 19.99% of the class. The stake includes 1,552,614 shares, or 16.5%, held by Perceptive Life Sciences Master Fund, Ltd. and 352,804 shares, or 3.7%, held by Perceptive Xontogeny Venture Fund II.

The ownership percentages are based on 9,393,514 shares of common stock outstanding and give effect to warrants allowing purchase of 23,048 additional shares subject to limits. A Beneficial Ownership Limitation prevents exercises that would take the group above 19.99%. On May 5, 2026, Fred Callori, a Partner and Managing Director at Perceptive Advisors, was appointed to LeonaBio’s board of directors. The filers report no transactions in the company’s stock during the prior sixty days.

Insights

Institutional ownership analyst

Perceptive Advisors discloses a capped 19.99% stake and gains board representation.

The filing shows Perceptive Advisors LLC and related funds beneficially owning 1,882,370 LeonaBio shares, or 19.99% of the outstanding common stock. This consolidates prior disclosures into a clear picture of their current equity position and governance role.

A 19.99% Beneficial Ownership Limitation applies to Mr. Edelman’s options and the funds’ warrants and pre-funded warrants, restricting exercises that would take the group above this threshold. As of this amendment, the limitation permits exercise for 23,048 additional shares.

The appointment of Fred Callori, a Partner and Managing Director at Perceptive Advisors, to LeonaBio’s board on May 5, 2026 links the disclosed ownership to direct board-level influence. The filers also state that no transactions in LeonaBio common stock occurred in the prior sixty days, so any position changes would appear in future disclosures.

Key Figures

Aggregate beneficial ownership: 1,882,370 shares (19.99%) Master Fund holdings: 1,552,614 shares (16.5%) PXV II holdings: 352,804 shares (3.7%) +5 more

8 metrics

Aggregate beneficial ownership 1,882,370 shares (19.99%) Perceptive Advisors reporting group stake in LeonaBio common stock

Master Fund holdings 1,552,614 shares (16.5%) Perceptive Life Sciences Master Fund, Ltd. beneficial ownership

PXV II holdings 352,804 shares (3.7%) Perceptive Xontogeny Venture Fund II beneficial ownership

Shares outstanding 9,393,514 shares LeonaBio common stock outstanding used to calculate ownership percentages

Exercisable warrants 23,048 shares Aggregate LeonaBio shares issuable under warrants and pre-funded warrants within ownership cap

Beneficial ownership cap 19.99% Limitation on exercises of options, warrants and pre-funded warrants

Notice period for options 61 days Minimum notice Mr. Edelman must give before certain option exercises above 19.99%

Event date May 5, 2026 Date triggering the amendment and board appointment of Fred Callori

Key Terms

Schedule 13D, Beneficial Ownership Limitation, pre-funded warrants, shared voting power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Beneficial Ownership Limitation financial

"As of the date hereof, the Beneficial Ownership Limitation permits the Master Fund or PXV II to exercise warrants"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

pre-funded warrants financial

"pursuant to the terms of the warrants and pre-funded warrants held by the Master Fund and PXV II"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shared voting power financial

"Shared Voting Power 1,882,370.00"

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 power financial

"Shared Dispositive Power 1,882,370.00"

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 1,882,370.00"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

LeonaBio, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

04746L203

(CUSIP Number)

Alexander Rakitin
Perceptive Advisors LLC, 51 Astor Place, 10th Floor
New York, NY, 10003
(646) 205-5345

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Perceptive Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,882,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,882,370.00

11

Aggregate amount beneficially owned by each reporting person

1,882,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Joseph Edelman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,882,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,882,370.00

11

Aggregate amount beneficially owned by each reporting person

1,882,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Perceptive Life Sciences Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,552,614.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,552,614.00

11

Aggregate amount beneficially owned by each reporting person

1,552,614.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Perceptive Xontogeny Venture Fund II, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 352,804.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 352,804.00

11

Aggregate amount beneficially owned by each reporting person

352,804.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: LeonaBio, Inc.
(c)	Address of Issuer's Principal Executive Offices: 18706 North Creek Parkway, Suite 104, Bothell, WASHINGTON , 98011.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended and supplemented as follows: On May 5, 2026, Fred Callori was appointed to serve on the Issuer's board of directors. Mr. Callori is a Partner and Managing Director at Perceptive Advisors.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on an aggregate of 9,393,514 shares of Common Stock outstanding, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the SEC on March 31, 2026, and give effect to the exercise of warrants held by the Reporting Persons for an aggregate of 23,048 shares of Common Stock.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Mr. Edelman holds vested stock options to purchase shares of Common Stock in connection with his service as a director of the Issuer; however, such options are not included in the number of shares beneficially owned by Mr. Edelman or the other Reporting Persons because Mr. Edelman agreed on January 13, 2026 that such options cannot be exercised by Mr. Edelman without providing notice to the Issuer of at least 61 days to the extent that such exercise would result in Mr. Edelman or the other Reporting Persons beneficially owning more than 19.99% of the outstanding shares of Common Stock of the Issuer. In addition, pursuant to the terms of the warrants and pre-funded warrants held by the Master Fund and PXV II, the Reporting Persons may not exercise such warrants or pre-funded warrants to the extent that such exercise would result in beneficial ownership in excess of 19.99% of the outstanding shares of Common Stock of the Issuer. As of the date hereof, the Beneficial Ownership Limitation permits the Master Fund or PXV II to exercise warrants and pre-funded warrants for an aggregate of 23,048 shares of Common Stock.
(c)	None of the Reporting Persons has effected any transaction in shares of Common Stock in the past sixty days.

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.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	05/07/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	05/07/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	05/07/2026

Perceptive Xontogeny Venture Fund II, LP

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Partner
Date:	05/07/2026

FAQ

What stake in LeonaBio does Perceptive Advisors report in this ATHA filing?

Perceptive Advisors and related entities report beneficial ownership of 1,882,370 LeonaBio common shares, representing 19.99% of the class. This percentage is calculated using 9,393,514 shares outstanding, including the effect of certain exercisable warrants disclosed in the filing.

How is Perceptive Advisors’ LeonaBio ownership split among its funds in the ATHA disclosure?

Perceptive Life Sciences Master Fund, Ltd. holds 1,552,614 shares, or 16.5% of LeonaBio’s common stock. Perceptive Xontogeny Venture Fund II holds 352,804 shares, or 3.7%. Together with other holdings, the reporting group’s aggregate beneficial ownership totals 1,882,370 shares, or 19.99%.

What is the 19.99% Beneficial Ownership Limitation mentioned in the ATHA-related filing?

The filing describes a Beneficial Ownership Limitation of 19.99%. Mr. Edelman’s stock options and the funds’ warrants and pre-funded warrants cannot be exercised if doing so would push the reporting persons’ beneficial ownership above 19.99% of LeonaBio’s outstanding common stock.

How many additional LeonaBio shares can Perceptive entities acquire under the warrants in this ATHA filing?

As of the amendment date, the Beneficial Ownership Limitation permits Perceptive entities to exercise warrants and pre-funded warrants for an aggregate 23,048 LeonaBio common shares. Any such exercises must still respect the cap that keeps total beneficial ownership at or below 19.99%.

Did Perceptive Advisors report recent trading activity in LeonaBio in this ATHA Schedule 13D/A?

The Schedule 13D/A states that none of the reporting persons effected any transaction in LeonaBio common stock during the past sixty days. The disclosure focuses on current beneficial ownership levels and related limitations rather than recent share purchases or sales.

What board role connected to Perceptive Advisors is described in this ATHA filing?

On May 5, 2026, Fred Callori was appointed to LeonaBio’s board of directors. The filing notes that Mr. Callori is a Partner and Managing Director at Perceptive Advisors, linking the disclosed ownership group to a board-level position at the issuer.