S2G Investments takes 9.99% stake in Faeth Therapeutics (FTH)

Rhea-AI Filing Summary

Faeth Therapeutics: S2G Investments, LLC reports beneficial ownership of 2,575,401 shares of common stock, equal to 9.99% of the class as of June 15, 2026. The filing states these shares reflect conversion on June 15, 2026 of Series B Non‑Voting Convertible Preferred Stock, each convertible into 1,000 common shares, and that 25,778,754 shares outstanding is the denominator used for the percentage. The filer also holds 344.271 shares of Series B Preferred (approximately 344,271 common shares on an as‑converted basis) that are not deemed beneficially owned due to a Beneficial Ownership Limitation the reporting person elected at 9.99%.

Insights

Governance Analyst

S2G reports a near‑10% stake with an elected ownership cap.

S2G Investments, LLC discloses beneficial ownership of 2,575,401 shares representing 9.99% of common stock based on June 15, 2026 outstanding shares. The filing cites conversion of Series B Preferred into common shares and an explicit Beneficial Ownership Limitation set at 9.99%.

The elected cap is a contractual constraint that limits S2G's recognized beneficial ownership despite additional convertible preferred holdings. Subsequent filings or conversions that would exceed the cap are governed by Section 6.4 of the Certificate of Designation; timing and cash‑flow consequences are not stated in the excerpt.

Capital Markets Specialist

The position establishes a material holder near a single‑digit threshold without indicating immediate sales.

The report ties the 9.99% figure to 25,778,754 shares outstanding as of June 15, 2026. It also notes S2G holds an additional 344.271 Series B Preferred convertible into roughly 344,271 common shares that are not counted under the elected limit.

Holder decisions and any market activity are not disclosed here; the filing documents ownership and the contractual ownership cap, which may affect when additional converted shares would be reported.

Key Figures

Shares beneficially owned: 2,575,401 shares Percent of class: 9.99% Shares outstanding: 25,778,754 shares +1 more

4 metrics

Shares beneficially owned 2,575,401 shares Beneficial ownership as reported (Item 4)

Percent of class 9.99% Percentage elected and reported by S2G (Item 4)

Shares outstanding 25,778,754 shares Shares outstanding used to calculate percentage as of June 15, 2026

Series B Preferred held 344.271 shares Additional Series B Preferred held by reporting person (convertible into approx. 344,271 common shares)

Key Terms

Beneficial Ownership Limitation, Series B Non‑Voting Convertible Preferred Stock, Beneficially own

3 terms

Beneficial Ownership Limitation regulatory

"The Series B Preferred is subject to a Beneficial Ownership Limitation set forth in Section 6.4"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Series B Non‑Voting Convertible Preferred Stock financial

"conversion of shares of the Issuer's Series B Non‑Voting Convertible Preferred Stock"

Beneficially own regulatory

"shall not be deemed to beneficially own for purposes of Section 13(d) of the Exchange Act"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

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

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Available on EDGAR 06/23/2026 - 04:01 PM Accepted by SEC EDGAR 06/23/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What stake does S2G Investments report in Faeth Therapeutics (FTH)?

S2G reports beneficial ownership of 2,575,401 shares, equal to 9.99% of Faeth's common stock. This percentage is calculated using 25,778,754 shares outstanding as of June 15, 2026, per the filing.

How did S2G acquire the reported Faeth common shares?

The filing states certain shares were issued on June 15, 2026 upon conversion of Series B Non‑Voting Convertible Preferred Stock. Each Series B share is convertible into 1,000 common shares, per the Certificate of Designation.

Why aren't some convertible shares counted toward S2G's ownership percentage?

S2G elected a Beneficial Ownership Limitation of 9.99% under Section 6.4 of the Certificate of Designation. Additional convertible Series B preferred shares are not deemed beneficially owned because of that contractual cap.

How many additional convertible preferred shares does S2G hold?

The reporting person holds 344.271 shares of Series B Preferred, representing about 344,271 common shares on an as‑converted basis that are not included in the reported beneficial ownership due to the elected cap.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Faeth Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

81728A207

(CUSIP Number)

06/15/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 81728A207

1

Names of Reporting Persons

S2G Investments, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,575,401.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,575,401.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,575,401.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: In addition to the shares reported that were issued on June 15, 2026 upon conversion of shares of the Issuer's Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred"), each of which was convertible into 1,000 shares of Common Stock, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock filed by the Issuer with the Secretary of State of the State of Delaware on February 17, 2026 (the "Certificate of Designation"), the Reporting Person holds an additional 344.271 shares of Series B Preferred. The Series B Preferred is subject to a Beneficial Ownership Limitation set forth in Section 6.4 of the Certificate of Designation, which provides that the Reporting Person shall not have the right to acquire, and shall not be deemed to beneficially own for purposes of Section 13(d) of the Exchange Act, shares of Common Stock in excess of the percentage elected by the Reporting Person. The Reporting Person has elected a Beneficial Ownership Limitation of 9.99%. The percentage shown in Box 11 is based on 25,778,754 shares of Common Stock outstanding as of June 15, 2026, as confirmed by the Issuer. The shares of Common Stock underlying the Reporting Person's remaining 344.271 shares of Series B Preferred (representing approximately 344,271 additional shares of Common Stock on an as-converted basis) are not deemed beneficially owned by the Reporting Person pursuant to Section 6.4 of the Certificate of Designation. The reporting person, S2G Investments, LLC, serves as the investment manager to S2G Builders Food & Agriculture Fund III, LP. S2G Investments, LLC may be deemed to have beneficial ownership of the securities held directly by such entity. The entity and the reporting person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Faeth Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 1405 Research Blvd, Suite 125, Rockville, MD 20850
Item 2.
(a)	Name of person filing: S2G Investments, LLC
(b)	Address or principal business office or, if none, residence: 210 N. Carpenter St., Floor 8, Chicago, IL 60607
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP Number(s): 81728A207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,575,401
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,575,401
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,575,401
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S2G Investments, LLC

Signature:	/s/ Sanjeev Krishnan
Name/Title:	Sanjeev Krishnan, Managing Partner
Date:	06/23/2026