STOCK TITAN

City Therapeutics: ARCH buys 170,000 shares at $18

The preferred stock converted automatically at the October 19, 2026 IPO closing on a one-to-1.0983 basis, without consideration.

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Form Type
4

Rhea-AI Filing Summary

City Therapeutics, Inc. reported that ARCH Venture Fund XII, L.P. automatically converted 3,000,000 Series Seed, 4,991,633 Series A and 1,845,585 Series B convertible preferred shares into 3,294,900, 5,482,309 and 2,027,006 common shares, respectively, on October 19, 2026, without payment of consideration. The fund also purchased 170,000 common shares at $18 per share that day.

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Insider ARCH Venture Partners XII, LLC, ARCH Venture Partners XII, L.P., ARCH Venture Fund XII, L.P., CRANDELL KEITH, Burow Kristina, GILLIS STEVEN
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 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
Holdings After Transaction: 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 (2)
  1. 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.
  2. 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. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. Mr. Nelsen serves on the board of directors of the Issuer and is filing his own Form 4 separately.
Series Seed convertible preferred shares converted 3,000,000 shares October 19, 2026
Series A convertible preferred shares converted 4,991,633 shares October 19, 2026
Series B convertible preferred shares converted 1,845,585 shares October 19, 2026
Common shares received for Series Seed preferred stock 3,294,900 shares October 19, 2026 conversion
Common shares received for Series A preferred stock 5,482,309 shares October 19, 2026 conversion
Common shares received for Series B preferred stock 2,027,006 shares October 19, 2026 conversion
Common shares purchased 170,000 shares October 19, 2026
Purchase price $18 per share Common shares purchased October 19, 2026
convertible preferred stock financial
"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
"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.
beneficial ownership regulatory
"disclaims beneficial ownership"
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 financial
"to the extent of their pecuniary interest therein"

FAQ

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

How many CTY shares did ARCH Venture Fund XII buy?

ARCH Venture Fund XII, L.P. purchased 170,000 common shares at $18 per share on October 19, 2026. No Rule 10b5-1 plan is reported for the purchase.

How did CTY's preferred shares convert at its IPO?

Series Seed, Series A and Series B convertible preferred stock converted into Common Stock on a one-to-1.0983 basis when the issuer's initial public offering closed on October 19, 2026, without payment of consideration.

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

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Available on EDGAR Accepted by SEC EDGAR 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*
ARCH Venture Partners XII, LLC

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CITY THERAPEUTICS, INC. [ CTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026
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 Stock10/19/2026C3,294,900A(1)6,013,192IBy ARCH Venture Fund XII, L.P.(2)
Common Stock10/19/2026C5,482,309A(1)11,495,501IBy ARCH Venture Fund XII, L.P.(2)
Common Stock10/19/2026C2,027,006A(1)13,522,507IBy ARCH Venture Fund XII, L.P.(2)
Common Stock10/19/2026P170,000A$1813,692,507IBy ARCH Venture Fund XII, L.P.(2)
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 Seed convertible preferred stock(1)10/19/2026C3,000,000 (1) (1)Common Stock3,294,900$00IBy ARCH Venture Fund XII, L.P.(2)
Series A convertible preferred stock(1)10/19/2026C4,991,633 (1) (1)Common Stock5,482,309$00IBy ARCH Venture Fund XII, L.P.(2)
Series B convertible preferred stock(1)10/19/2026C1,845,585 (1) (1)Common Stock2,027,006$00IBy ARCH Venture Fund XII, L.P.(2)
1. Name and Address of Reporting Person*
ARCH Venture Partners XII, LLC

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Partners XII, L.P.

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Fund XII, L.P.

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Burow Kristina

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
GILLIS STEVEN

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 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.
2. 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. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. Mr. Nelsen serves on the board of directors of the Issuer and is filing his own Form 4 separately.
ARCH Venture Fund XII, L.P. By: ARCH Venture Partners XII, L.P., its General Partner By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact10/19/2026
ARCH Venture Partners XII, L.P. By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact10/19/2026
ARCH Venture Partners XII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact10/19/2026
/s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact10/19/2026
/s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact10/19/2026
/s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact10/19/2026
** 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)

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