Grace Therapeutics, Inc. received an updated ownership report from ADAR1 Capital Management, ADAR1 Capital Management GP, and Daniel Schneeberger on a Schedule 13G/A. The filing shows beneficial ownership of about 9.9% of the common stock, or roughly 1.65 million shares, including common shares and shares underlying prefunded and milestone warrants as of December 31, 2025. Additional warrant shares are excluded because their exercise is limited by a 9.99% beneficial ownership cap. The reporting persons state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Grace Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00439U104
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
00439U104
1
Names of Reporting Persons
ADAR1 Capital Management, 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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,646,173.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,646,173.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,173.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Includes (i) 618,397 shares of common stock, par value $0.0001 per share ("Common Stock") held by ADAR1 Partners, LP, (ii) 23,591 shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC and (iii) 1,004,185 shares of Common Stock underlying prefunded and milestone warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC as of December 31, 2025. Excludes 1,671,362 shares of Common Stock underlying prefunded and milestone warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC.
Based on 15,474,026 shares of Common Stock of Grace Therapeutics, Inc. (the "Issuer") outstanding as of December 31, 2025, reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2025, filed with the Securities and Exchange Commission on February 12, 2026.
SCHEDULE 13G
CUSIP No.
00439U104
1
Names of Reporting Persons
ADAR1 Capital Management GP, 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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,648,791.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,648,791.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,648,791.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes (i) 618,397 shares of common stock, par value $0.0001 per share ("Common Stock") held by ADAR1 Partners, LP and (iii) 1,030,394 shares of Common Stock underlying prefunded and milestone warrants held by ADAR1 Partners, LP as of December 31, 2025. Excludes 1,179,363 shares of Common Stock underlying prefunded and milestone warrants held by ADAR1 Partners, the exchange and exercise of which are subject to the 9.99% beneficial ownership limitations. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP.
Based on 15,474,026 shares of Common Stock of Grace Therapeutics, Inc. (the "Issuer") outstanding as of December 31, 2025, reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2025, filed with the Securities and Exchange Commission on February 12, 2026.
SCHEDULE 13G
CUSIP No.
00439U104
1
Names of Reporting Persons
Daniel Schneeberger
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,646,173.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,646,173.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,173.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes (i) 618,397 shares of common stock, par value $0.0001 per share ("Common Stock") held by ADAR1 Partners, LP, (ii) 23,591 shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC and (iii) 1,004,185 shares of Common Stock underlying prefunded and milestone warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC as of December 31, 2025. Excludes 1,671,362 shares of Common Stock underlying prefunded and milestone warrants held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC.
Based on 15,474,026 shares of Common Stock of Grace Therapeutics, Inc. (the "Issuer") outstanding as of December 31, 2025, reported in the Issuer's Form 10-Q for the quarterly period ended December 31, 2025, filed with the Securities and Exchange Commission on February 12, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Grace Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
103 Carnegie Center, Suite 300, Princeton, NJ 08540
Item 2.
(a)
Name of person filing:
This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management");
(ii) ADAR1 Capital Management GP, LLC ("ADAR1 General Partner"); and
(iii) Daniel Schneeberger ("Mr. Schneeberger").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)
Citizenship:
(i) ADAR1 Capital Management is a Texas limited liability company;
(ii) ADAR1 General Partner is a Texas limited liability company; and
(iii) Mr. Schneeberger is a citizen of Switzerland.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
00439U104
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:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)
Percent of class:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
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 acquired and are held in the ordinary course of business and 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.
What stake in Grace Therapeutics (GRCE) does ADAR1 report on this Schedule 13G/A?
ADAR1 and related reporting persons disclose beneficial ownership of about 9.9% of Grace Therapeutics’ common stock, or roughly 1.65 million shares. This total includes both common shares and shares underlying prefunded and milestone warrants as of December 31, 2025.
Who are the reporting persons in the Grace Therapeutics (GRCE) Schedule 13G/A filing?
The filing is submitted on behalf of ADAR1 Capital Management, LLC, ADAR1 Capital Management GP, LLC, and Daniel Schneeberger. ADAR1 entities manage or control ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC, which directly hold the Grace Therapeutics securities.
How many Grace Therapeutics (GRCE) shares does ADAR1’s 9.9% ownership represent?
ADAR1 Capital Management reports beneficial ownership of about 1,646,173 to 1,648,791 shares of Grace Therapeutics common stock. This figure combines common shares and shares underlying prefunded and milestone warrants, calculated against 15,474,026 shares outstanding as of December 31, 2025.
What warrants are included or excluded in ADAR1’s Grace Therapeutics (GRCE) ownership?
The disclosure includes over 1.0 million shares of Grace Therapeutics common stock underlying prefunded and milestone warrants. It excludes additional warrant shares whose exercise is restricted by a 9.99% beneficial ownership limitation, preventing ownership from exceeding that threshold upon exercise.
On what share count is ADAR1’s 9.9% Grace Therapeutics (GRCE) ownership based?
The reported 9.9% ownership is calculated using 15,474,026 shares of Grace Therapeutics common stock outstanding as of December 31, 2025. This share count comes from Grace Therapeutics’ Form 10-Q for the quarter ended December 31, 2025.
Does ADAR1 seek control of Grace Therapeutics (GRCE) according to this 13G/A?
The reporting persons certify the securities were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held to change or influence control of Grace Therapeutics or in connection with any control-related transaction.
What role does Daniel Schneeberger play in the ADAR1 Grace Therapeutics (GRCE) holdings?
Daniel Schneeberger is identified as a manager of ADAR1 Capital Management and ADAR1 Capital Management GP. Through these roles, he may be deemed to indirectly beneficially own the Grace Therapeutics securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC.