OrbiMed reports 2.0M Electra Series A preferred
OrbiMed-affiliated entities disclose sizable preferred stakes in ETRA that automatically convert into common shares at the company’s initial public offering.
Rhea-AI Filing Summary
Electra Therapeutics, Inc. (ETRA) received an initial ownership report from OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC and OrbiMed Genesis GP LLC, reflecting indirect holdings of Series A, B and C Convertible Preferred Stock that are convertible into Common Stock upon the closing of the company’s initial public offering.
The reported positions correspond to 2,002,310 underlying shares of Common Stock from Series A, 1,087,934 from Series B, and Series C holdings corresponding to 758,279 and 1,703,314 underlying Common shares. All preferred shares automatically convert into Common Stock on a 1-for-1 basis at the IPO closing and have no expiration date.
The securities are held by OrbiMed Private Investments VII, LP and OrbiMed Genesis Master Fund, L.P., with OrbiMed-related general partners and OrbiMed Advisors potentially deemed to share voting and investment power. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest, and OrbiMed has designated Carl L. Gordon to serve on Electra Therapeutics’ board of directors.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC, OrbiMed Genesis GP LLC
Role
Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| holding | Series B Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
| holding | Series C Convertible Preferred Stock F1, F3, F4 | -- | -- | -- |
| holding | Series C Convertible Preferred Stock F1, F2, F4 | -- | -- | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 2,002,310 contracts (Indirect, See footnotes);
Series B Convertible Preferred Stock — 1,087,934 contracts (Indirect, See footnotes);
Series C Convertible Preferred Stock — 2,461,593 contracts (Indirect, See footnotes)
Footnotes (4)
- F1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.
- F2. These securities are held directly by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, 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 OPI VII.
- F3. These securities are held directly by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed 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 power and investment power over the securities held by OrbiMed Genesis and as a result, 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 OrbiMed Genesis.
- F4. This report on Form 3 is jointly filed by OrbiMed Advisors, GP VII 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 Carl L. Gordon, a member 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.
Key Figures
Underlying Common from Series A Convertible Preferred: 2,002,310 shares
Underlying Common from Series B Convertible Preferred: 1,087,934 shares
Underlying Common from one Series C Convertible Preferred holding: 758,279 shares
+2 more
5 metrics
Underlying Common from Series A Convertible Preferred
2,002,310 shares
Automatically convertible into Common Stock upon closing of the IPO
Underlying Common from Series B Convertible Preferred
1,087,934 shares
Automatically convertible into Common Stock upon closing of the IPO
Underlying Common from one Series C Convertible Preferred holding
758,279 shares
Automatically convertible into Common Stock upon closing of the IPO
Underlying Common from another Series C Convertible Preferred holding
1,703,314 shares
Automatically convertible into Common Stock upon closing of the IPO
Number of reporting persons
3 entities
OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, OrbiMed Genesis GP LLC
Key Terms
Series A Convertible Preferred Stock, beneficial ownership, pecuniary interest, initial public offering, +1 more
5 terms
Series A Convertible Preferred Stock financial
"Each share of Series A Convertible Preferred Stock, Series B Convertible"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
beneficial ownership regulatory
"may be deemed to have beneficial ownership over such securities"
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
"except to the extent of its pecuniary interest therein, if any"
initial public offering financial
"will automatically convert into 1 share of Common Stock upon the closing"
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.
management committee financial
"OrbiMed Advisors exercises voting and investment power through a management committee"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did OrbiMed report in its Form 3 filing for ETRA?
OrbiMed Advisors LLC and related entities reported indirect holdings of Series A, B and C Convertible Preferred Stock of Electra Therapeutics, all automatically convertible into Common Stock on a 1-for-1 basis upon the closing of the company’s initial public offering.
How are OrbiMed’s ETRA holdings structured across its funds and entities?
Certain securities are held by OrbiMed Private Investments VII, LP and others by OrbiMed Genesis Master Fund, L.P.. Their respective general partners and OrbiMed Advisors may be deemed to share voting and investment power, subject to each entity’s disclaimer of beneficial ownership except for pecuniary interest.
Does OrbiMed claim full beneficial ownership of its reported ETRA securities?
No. Each reporting person disclaims beneficial ownership of the securities reported in the Form 3, except to the extent of its pecuniary interest. The report states it should not be deemed an admission of beneficial ownership for Section 16 or other purposes.
Who represents OrbiMed on the Electra Therapeutics (ETRA) board?
The reporting persons have designated Carl L. Gordon, a member of OrbiMed Advisors, to serve on Electra Therapeutics’ board of directors, reflecting OrbiMed’s governance involvement alongside its preferred stock holdings.
AI-generated analysis. How Rhea-AI works. Not financial advice.
