Electra Therapeutics: OrbiMed funds buy 1.33M shares

The funds’ preferred shares converted automatically at the IPO closing, and both funds also purchased Common Stock at $15 per share.

Rhea-AI Filing Summary

Electra Therapeutics, Inc. director and 10% owner Gordon Carl L reported transactions involving securities held by OrbiMed Private Investments VII, LP and OrbiMed Genesis Master Fund, L.P. On September 21, 2026, at the closing of the issuer’s initial public offering, OrbiMed Private Investments VII, LP’s Series A preferred shares (2,002,310 shares), Series B preferred shares (1,087,934 shares) and Series C preferred shares (1,703,314 shares), and OrbiMed Genesis Master Fund, L.P.’s Series C preferred shares (758,279 shares), automatically converted one-for-one into Common Stock without further consideration.

The funds also purchased Common Stock in the IPO: 333,333 shares by OrbiMed Private Investments VII, LP and 1,000,000 shares by OrbiMed Genesis Master Fund, L.P., each at $15 per share. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Buyer: 1,333,333 shares

Net Buy 10 txns

Insider GORDON CARL L

Role Director, 10% Owner

Bought 1,333,333 shs ($20.00M)

Type	Security	Shares	Price	Value
Conversion	Series A Convertible Preferred Stock F1, F3, F5	2,002,310	$0.00	$0.00
Conversion	Series B Convertible Preferred Stock F1, F3, F5	1,087,934	$0.00	$0.00
Conversion	Series C Convertible Preferred Stock F1, F3, F5	1,703,314	$0.00	$0.00
Conversion	Series C Convertible Preferred Stock F1, F4, F5	758,279	$0.00	$0.00
Conversion	Common Stock F1, F3, F5	2,002,310	--	--
Conversion	Common Stock F1, F3, F5	1,087,934	--	--
Conversion	Common Stock F1, F3, F5	1,703,314	--	--
Purchase	Common Stock F2, F3, F5	333,333	$15.00	$5.00M
Conversion	Common Stock F1, F4, F5	758,279	--	--
Purchase	Common Stock F2, F4, F5	1,000,000	$15.00	$15.00M

Holdings After Transaction: Series A Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Series B Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Series C Convertible Preferred Stock — 0 contracts (Indirect, See footnotes); Common Stock — 1,758,279 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering on September 21, 2026 without payment of further consideration. The 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 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 the Reporting Person, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII.
4. F4. 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 the Reporting Person, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
5. F5. Each of the Reporting Person, OrbiMed Advisors, GP VII and Genesis GP 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. 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

Series A preferred shares converted: 2,002,310 shares Series B preferred shares converted: 1,087,934 shares Series C preferred shares converted: 1,703,314 shares +4 more

7 metrics

Series A preferred shares converted 2,002,310 shares OrbiMed Private Investments VII, LP; converted one-for-one into Common Stock on September 21, 2026

Series B preferred shares converted 1,087,934 shares OrbiMed Private Investments VII, LP; converted one-for-one into Common Stock on September 21, 2026

Series C preferred shares converted 1,703,314 shares OrbiMed Private Investments VII, LP; converted one-for-one into Common Stock on September 21, 2026

Series C preferred shares converted 758,279 shares OrbiMed Genesis Master Fund, L.P.; converted one-for-one into Common Stock on September 21, 2026

Common Stock purchased 333,333 shares OrbiMed Private Investments VII, LP; initial public offering on September 21, 2026

Common Stock purchased 1,000,000 shares OrbiMed Genesis Master Fund, L.P.; initial public offering on September 21, 2026

Common Stock purchase price $15 per share Both funds’ initial public offering purchases

Key Terms

Convertible Preferred Stock, initial public offering, beneficial ownership, Rule 10b5-1 plan

4 terms

Convertible Preferred Stock financial

"Series A 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.

beneficial ownership regulatory

"may be deemed to have 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.

Rule 10b5-1 plan regulatory

"No Rule 10b5-1 plan is reported"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

FAQ

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

How many ETRA shares did the funds buy in the IPO?

OrbiMed Private Investments VII, LP purchased 333,333 Common Stock shares and OrbiMed Genesis Master Fund, L.P. purchased 1,000,000 shares, each at $15 per share on September 21, 2026.

How did ETRA preferred shares convert?

On September 21, 2026, each preferred share automatically converted into one Common Stock share at the IPO closing, without further consideration. OrbiMed Private Investments VII, LP held 2,002,310 Series A, 1,087,934 Series B and 1,703,314 Series C preferred shares; OrbiMed Genesis Master Fund, L.P. held 758,279 Series C preferred shares.

Did the ETRA transactions use a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for these transactions.

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

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Available on EDGAR 09/23/2026 - 05:36 PM Accepted by SEC EDGAR 09/23/2026 - 05:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

GORDON CARL L

(Last) (First) (Middle)

C/O ELECTRA THERAPEUTICS, INC.

230 E GRAND AVENUE, SUITE S-100

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Electra Therapeutics, Inc. [ ETRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/21/2026		C		2,002,310	A	(1)	2,002,310	I	See footnotes(3)(5)
Common Stock	09/21/2026		C		1,087,934	A	(1)	3,090,244	I	See footnotes(3)(5)
Common Stock	09/21/2026		C		1,703,314	A	(1)	4,793,558	I	See footnotes(3)(5)
Common Stock	09/21/2026		P		333,333(2)	A	$15	5,126,891	I	See footnotes(3)(5)
Common Stock	09/21/2026		C		758,279	A	(1)	758,279	I	See footnotes(4)(5)
Common Stock	09/21/2026		P		1,000,000(2)	A	$15	1,758,279	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	09/21/2026		C			2,002,310	(1)	(1)	Common Stock	2,002,310	$0	0	I	See footnotes(3)(5)
Series B Convertible Preferred Stock	(1)	09/21/2026		C			1,087,934	(1)	(1)	Common Stock	1,087,934	$0	0	I	See footnotes(3)(5)
Series C Convertible Preferred Stock	(1)	09/21/2026		C			1,703,314	(1)	(1)	Common Stock	1,703,314	$0	0	I	See footnotes(3)(5)
Series C Convertible Preferred Stock	(1)	09/21/2026		C			758,279	(1)	(1)	Common Stock	758,279	$0	0	I	See footnotes(4)(5)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering on September 21, 2026 without payment of further consideration. The 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 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 the Reporting Person, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII.

4. 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 the Reporting Person, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.

5. Each of the Reporting Person, OrbiMed Advisors, GP VII and Genesis GP 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. 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	09/23/2026
	** Signature of Reporting Person	Date
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.
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* Form 4: SEC 1474 (03-26)