City Therapeutics: ARCH converts preferred shares
After conversion, reported holdings were zero in each preferred series; the fund also bought 170,000 common shares at $18 per share.
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Form Type
4
Rhea-AI Filing Summary
City Therapeutics, Inc. (CTY) director and 10% owner Robert Nelsen reported transactions involving ARCH Venture Fund XII, L.P. On October 19, 2026, the fund’s Series Seed, Series A and Series B convertible preferred shares automatically converted at CTY’s initial public offering closing, without payment of consideration, at 1.0983 Common Stock shares per preferred share. The conversion produced 3,294,900, 5,482,309 and 2,027,006 Common Stock shares, respectively, with reported post-transaction balances of zero in each preferred series. The fund also purchased 170,000 Common Stock shares at $18 per share. On October 15, 2026, Nelsen received a direct award of 22,649 stock options with an $18 exercise price.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 170,000 shares
Net Buy
8 txns
Insider
NELSEN ROBERT
Role
Director, 10% Owner
Bought
170,000 shs ($3.06M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series Seed convertible preferred stock F1, F2 | 3,000,000 | $0.00 | $0.00 |
| Conversion | Series A convertible preferred stock F1, F2 | 4,991,633 | $0.00 | $0.00 |
| Conversion | Series B convertible preferred stock F1, F2 | 1,845,585 | $0.00 | $0.00 |
| Conversion | Common Stock F1, F2 | 3,294,900 | -- | -- |
| Conversion | Common Stock F1, F2 | 5,482,309 | -- | -- |
| Conversion | Common Stock F1, F2 | 2,027,006 | -- | -- |
| Purchase | Common Stock F2 | 170,000 | $18.00 | $3.06M |
| Grant/Award | Stock Option (Right to Buy) F3 | 22,649 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 22,649 contracts (Direct);
Series Seed convertible preferred stock — 0 contracts (Indirect, By ARCH Venture Fund XII, L.P.);
Series A convertible preferred stock — 0 contracts (Indirect, By ARCH Venture Fund XII, L.P.);
Series B convertible preferred stock — 0 contracts (Indirect, By ARCH Venture Fund XII, L.P.);
Common Stock — 13,692,507 shares (Indirect, By ARCH Venture Fund XII, L.P.)
Footnotes (3)
- F1. Each share of Series Seed convertible preferred stock, Series A convertible preferred stock and Series B convertible preferred stock (collectively, the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-to-1.0983 basis at the option of the holder, and automatically converted into Common Stock upon the closing of the Issuer's initial public offering on October 19, 2026 without payment of consideration. The Preferred Stock had no expiration date.
- F2. Shares held directly by ARCH Venture Fund XII, L.P. ("ARCH XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP") is the sole general partner of ARCH XII. ARCH Venture Partners XII, LLC ("AVP XII LLC") is the sole general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XII LLC (the "AVP XII LLC Committee Members"). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any.
- F3. The shares underlying this option vest in full upon the earlier of (i) October 15, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service on such vesting date.
Key Figures
Series Seed conversion: 3,000,000 Series Seed preferred shares converted into 3,294,900 Common Stock shares
Series A conversion: 4,991,633 Series A preferred shares converted into 5,482,309 Common Stock shares
Series B conversion: 1,845,585 Series B preferred shares converted into 2,027,006 Common Stock shares
+4 more
7 metrics
Series Seed conversion
3,000,000 Series Seed preferred shares converted into 3,294,900 Common Stock shares
October 19, 2026, at the initial public offering closing
Series A conversion
4,991,633 Series A preferred shares converted into 5,482,309 Common Stock shares
October 19, 2026, at the initial public offering closing
Series B conversion
1,845,585 Series B preferred shares converted into 2,027,006 Common Stock shares
October 19, 2026, at the initial public offering closing
Preferred-stock conversion ratio
1.0983 Common Stock shares per preferred share
Series Seed, Series A and Series B preferred stock
Common Stock purchase
170,000 shares at $18 per share
October 19, 2026; held through ARCH Venture Fund XII, L.P.
Stock option award
22,649 options; $18 exercise price
Direct award to Robert Nelsen on October 15, 2026
Preferred shares following conversion
0 shares in each of Series Seed, Series A and Series B
Reported position after the October 19, 2026 transactions
Key Terms
convertible preferred stock, initial public offering, pecuniary interest, vest in full
4 terms
convertible preferred stock financial
"Each share of Series Seed 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.
initial public offering financial
"upon the closing of the Issuer's initial public offering"
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.
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein, if any"
vest in full financial
"shares underlying this option vest in full upon the earlier of"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do Robert Nelsen’s CTY stock options vest?
The options vest in full upon the earlier of October 15, 2027 or the date of CTY’s next annual meeting, subject to Nelsen’s continued service on the vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
