STOCK TITAN

Braveheart Bio (BRVE): OrbiMed funds convert 40M preferred, buy IPO shares

(Very High)
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Braveheart Bio, Inc. received updated ownership reporting from OrbiMed-affiliated entities in connection with its initial public offering on August 7, 2026. 40,000,000 shares of Series A Preferred Stock automatically converted, on a one-for-4.38 basis and without additional consideration, into 9,132,420 shares of common stock. OrbiMed-related funds also purchased 1,666,667 and 273,333 common shares at $18.00 per share in the IPO. The securities are held indirectly through OrbiMed Private Investments IX, LP and OrbiMed Genesis Master Fund, L.P., with OrbiMed Advisors LLC and its affiliated general partners deemed to have voting and investment power and all reporting persons disclaiming beneficial ownership beyond their pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP IX LLC, OrbiMed Genesis GP LLC
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Bought 1,940,000 shs ($34.92M)
Type Security Shares Price Value
Conversion Series A Preferred Stock F1, F3, F5 40,000,000 $0.00 $0.00
Conversion Common Stock F1, F3, F5 9,132,420 -- --
Purchase Common Stock F2, F3, F5 1,666,667 $18.00 $30.00M
Purchase Common Stock F2, F4, F5 273,333 $18.00 $4.92M
Holdings After Transaction: Series A Preferred Stock — 0 shares (Indirect, See footnotes); Common Stock — 273,333 shares (Indirect, See footnotes)
Footnotes (5)
  1. F1. Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-4.38 basis upon the closing of the Issuer's initial public offering on August 7, 2026 without payment of consideration. The Series A Preferred Stock has no expiration date.
  2. F2. Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
  3. F3. These securities are held of record by OrbiMed Private Investments IX, LP ("OPI IX"). OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP IX. By virtue of such relationships, GP IX and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI IX. OrbiMed Advisors exercises this 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 IX.
  4. F4. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis and may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 Genesis.
  5. F5. This report on Form 4 is jointly filed by OrbiMed Advisors, GP IX, and Genesis 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 Erez Chimovits, an employee 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.
Series A Preferred converted 40,000,000 shares Automatically converted into common stock upon the August 7, 2026 IPO
Common shares from conversion 9,132,420 shares Received on one-for-4.38 conversion of Series A Preferred Stock
IPO purchase block 1 1,666,667 shares at $18.00 Common stock purchased in Braveheart Bio’s initial public offering
IPO purchase block 2 273,333 shares at $18.00 Additional common stock purchased in the same initial public offering
Conversion ratio one-for-4.38 Each Series A Preferred share converted into common stock at IPO closing
Net buy shares 1,940,000 shares Net buy-side common stock transactions reported across Form 4
Series A Preferred Stock financial
"Each share of Series A Preferred Stock automatically converted into shares"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
initial public offering financial
"upon the closing of the Issuer's initial public offering on August 7, 2026"
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
"each of whom disclaims beneficial ownership of the shares held"
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 regulatory
"except to the extent of its pecuniary interest therein, if any"
management committee financial
"OrbiMed Advisors exercises this investment and voting power through a management committee"

FAQ

What derivative conversion did OrbiMed report in BRVE on August 7, 2026?

OrbiMed-affiliated entities reported converting 40,000,000 shares of Series A Preferred Stock into 9,132,420 common shares at a one-for-4.38 ratio automatically upon Braveheart Bio’s IPO on August 7, 2026.

How many BRVE common shares tied to the IPO did OrbiMed purchases cover?

OrbiMed-related funds purchased 1,666,667 and 273,333 shares of Braveheart Bio common stock, both at $18.00 per share, reflecting purchases directly in the company’s initial public offering.

At what price did OrbiMed purchase Braveheart Bio (BRVE) IPO shares?

The reported purchases by OrbiMed-affiliated entities were made at $18.00 per share, representing Braveheart Bio’s initial public offering price for the common stock acquired in these transactions.

Who holds voting and investment power over the BRVE shares linked to OrbiMed?

Voting and investment power is attributed to OrbiMed Advisors LLC through its roles over OrbiMed Private Investments IX, LP and OrbiMed Genesis Master Fund, L.P., acting via a management committee of three individuals.

Do OrbiMed entities claim full beneficial ownership of their BRVE holdings?

The reporting entities disclaim beneficial ownership of Braveheart Bio securities beyond their pecuniary interest and state the Form 4 should not be deemed an admission of beneficial ownership for Section 16 purposes.

Which OrbiMed designee sits on Braveheart Bio (BRVE)’s board?

The filing states that the reporting persons have designated Erez Chimovits, an employee of OrbiMed Advisors LLC, to serve on Braveheart Bio’s board of directors in connection with these holdings.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
Braveheart Bio, Inc. [ BRVE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/07/2026C9,132,420A(1)10,235,159ISee footnotes(3)(5)
Common Stock08/07/2026P1,666,667(2)A$1811,901,826ISee footnotes(3)(5)
Common Stock08/07/2026P273,333(2)A$18273,333ISee footnotes(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock(1)08/07/2026C40,000,000 (1) (1)Common Stock9,132,420$00ISee footnotes(3)(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)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
OrbiMed Capital GP IX 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
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
OrbiMed Genesis GP 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
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Each share of Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-4.38 basis upon the closing of the Issuer's initial public offering on August 7, 2026 without payment of consideration. The Series A Preferred Stock has no expiration date.
2. Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
3. These securities are held of record by OrbiMed Private Investments IX, LP ("OPI IX"). OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP IX. By virtue of such relationships, GP IX and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI IX. OrbiMed Advisors exercises this 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 IX.
4. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis and may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 Genesis.
5. This report on Form 4 is jointly filed by OrbiMed Advisors, GP IX, and Genesis 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 Erez Chimovits, an employee 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 LLC08/11/2026
/s/ Carl L. Gordon, Member of OrbiMed Capital GP IX LLC08/11/2026
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC08/11/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)