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Electra Therapeutics: OrbiMed fund buys 1M shares

Two OrbiMed funds also bought ETRA common shares in the IPO as preferred stock converted automatically at closing.

(Very High)
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Electra Therapeutics, Inc. (ETRA) reports that OrbiMed Private Investments VII, LP converted 2,002,310 Series A, 1,087,934 Series B and 1,703,314 Series C preferred shares into common stock on September 21, 2026; OrbiMed Genesis Master Fund, L.P. converted 758,279 Series C preferred shares that day. Each preferred share automatically converted into one common share when Electra’s initial public offering closed, without further consideration. In the IPO, the funds also purchased 333,333 and 1,000,000 common shares, respectively, at $15 per share. OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC and OrbiMed Genesis GP LLC, each identified as a director and ten-percent owner, jointly reported the transactions and disclaim beneficial ownership except to the extent of any pecuniary interest. OrbiMed Advisors exercises voting and investment power through a committee comprising Carl L. Gordon, W. Carter Neild and Geoffrey C. Hsu; each disclaims beneficial ownership of the fund-held shares. Carl L. Gordon was designated to serve on Electra’s board.

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Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VII LLC, OrbiMed Genesis GP LLC
Role Director, 10% Owner | Director, 10% Owner | 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 Carl L. Gordon, 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 Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
  5. F5. This report on Form 4 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.
Series A preferred shares converted 2,002,310 shares OrbiMed Private Investments VII, LP; September 21, 2026
Series B preferred shares converted 1,087,934 shares OrbiMed Private Investments VII, LP; September 21, 2026
Series C preferred shares converted 1,703,314 shares OrbiMed Private Investments VII, LP; September 21, 2026
Series C preferred shares converted 758,279 shares OrbiMed Genesis Master Fund, L.P.; September 21, 2026
Common shares purchased 333,333 shares OrbiMed Private Investments VII, LP; IPO on September 21, 2026
Common shares purchased 1,000,000 shares OrbiMed Genesis Master Fund, L.P.; IPO on September 21, 2026
Purchase price $15 per share Common shares purchased in Electra’s IPO on September 21, 2026
Convertible Preferred Stock financial
"Each share of 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.
pecuniary interest regulatory
"except to the extent of its pecuniary interest therein"
voting power and investment power regulatory
"may be deemed to have voting power and investment power"

FAQ

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

What did OrbiMed funds buy in ETRA’s IPO?

OrbiMed Private Investments VII, LP purchased 333,333 common shares and OrbiMed Genesis Master Fund, L.P. purchased 1,000,000 common shares, each at $15 per share on September 21, 2026. The purchases were in Electra’s initial public offering.

How did ETRA preferred stock convert in the IPO?

Each share of Series A, Series B and Series C Convertible Preferred Stock automatically converted into one share of common stock when Electra’s initial public offering closed on September 21, 2026, without payment of further consideration. The disclosed conversions were held through OrbiMed Private Investments VII, LP and OrbiMed Genesis Master Fund, L.P.

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

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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
Electra Therapeutics, Inc. [ ETRA ]
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)
09/21/2026
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 Stock09/21/2026C2,002,310A(1)2,002,310ISee footnotes(3)(5)
Common Stock09/21/2026C1,087,934A(1)3,090,244ISee footnotes(3)(5)
Common Stock09/21/2026C1,703,314A(1)4,793,558ISee footnotes(3)(5)
Common Stock09/21/2026P333,333(2)A$155,126,891ISee footnotes(3)(5)
Common Stock09/21/2026C758,279A(1)758,279ISee footnotes(4)(5)
Common Stock09/21/2026P1,000,000(2)A$151,758,279ISee 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 Convertible Preferred Stock(1)09/21/2026C2,002,310 (1) (1)Common Stock2,002,310$00ISee footnotes(3)(5)
Series B Convertible Preferred Stock(1)09/21/2026C1,087,934 (1) (1)Common Stock1,087,934$00ISee footnotes(3)(5)
Series C Convertible Preferred Stock(1)09/21/2026C1,703,314 (1) (1)Common Stock1,703,314$00ISee footnotes(3)(5)
Series C Convertible Preferred Stock(1)09/21/2026C758,279 (1) (1)Common Stock758,279$00ISee footnotes(4)(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 VII 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 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 Carl L. Gordon, 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 Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
5. This report on Form 4 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.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC09/23/2026
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC09/23/2026
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC09/23/2026
** 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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