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Iambic Therapeutics notes convert at 15% IPO discount

The note conversion price was 85% of Iambic's $16.00 IPO price, reflecting a 15% discount.

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Form Type
4

Rhea-AI Filing Summary

Iambic Therapeutics, Inc. (IAM) director R. Jacob Vogelstein reported conversions of preferred stock and convertible promissory notes held by Catalio entities into common stock on October 16, 2026.

Catalio Nexus Fund III, LP's Series A, Series B and Series B-3 preferred shares converted one-for-one into 1,141,878, 731,187 and 122,684 common shares, respectively. Catalio Access Fund VIII, LLC's 1,458,290 Series B-4 shares also converted one-for-one. Catalio BH SPV, LLC's convertible promissory notes converted into 742,546 common shares at a conversion price equal to 85% of Iambic's $16.00 IPO price, reflecting a 15% discount. Vogelstein, a managing partner of Catalio Capital Management, shared voting and dispositive power over these entity-held shares and disclaimed beneficial ownership except to the extent of any pecuniary interest.

Insider Vogelstein R Jacob
Role Director
Type Security Shares Price Value
Conversion Series A Convertible Preferred Stock F1, F4 1,141,878 $0.00 $0.00
Conversion Series B Convertible Preferred Stock F2, F4 731,187 $0.00 $0.00
Conversion Series B-3 Convertible Preferred Stock F3, F4 122,684 $0.00 $0.00
Conversion Series B-4 Convertible Preferred Stock F5, F6 1,458,290 $0.00 $0.00
Conversion Convertible Promissory Notes F7, F8 742,546 $0.00 $0.00
Conversion Common Stock F1, F2, F3, F4 1,995,749 -- --
Conversion Common Stock F5, F6 1,458,290 -- --
Conversion Common Stock F7, F8 742,546 -- --
Holdings After Transaction: Series A Convertible Preferred Stock — 0 contracts (Indirect, See footnote); Series B Convertible Preferred Stock — 0 contracts (Indirect, See footnote); Series B-3 Convertible Preferred Stock — 0 contracts (Indirect, See footnote); Series B-4 Convertible Preferred Stock — 0 contracts (Indirect, See footnote); Convertible Promissory Notes — 0 contracts (Indirect, See footnote); Common Stock — 742,546 shares (Indirect, See footnote)
Footnotes (8)
  1. F1. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
  2. F2. Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
  3. F3. Each share of Series B-3 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
  4. F4. The shares are held of record by Catalio Nexus Fund III, LP, or Catalio Nexus. Catalio Capital Management, LP, or Catalio Capital Mgmt, a registered investment advisor, is the investment manager for Catalio Nexus. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio Nexus. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
  5. F5. Each share of Series B-4 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
  6. F6. The shares are held of record by Catalio Access Fund VIII, LLC, or Catalio Access. Catalio Capital Mgmt provides investment management services for Catalio Access. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio Access.The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
  7. F7. The conversion price was equal to 85% of the Issuer's initial public offering price of $16.00 per share (reflecting a 15% discount).
  8. F8. The shares are held of record by Catalio BH SPV, LLC, or Catalio SPV. Catalio Capital Mgmt is the investment manager for Catalio SPV. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio SPV. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
Series A preferred shares converted 1,141,878 shares Converted one-for-one into common stock on October 16, 2026
Series B preferred shares converted 731,187 shares Converted one-for-one into common stock on October 16, 2026
Series B-3 preferred shares converted 122,684 shares Converted one-for-one into common stock on October 16, 2026
Series B-4 preferred shares converted 1,458,290 shares Converted one-for-one into common stock on October 16, 2026
Convertible promissory notes conversion 742,546 common shares Conversion reported on October 16, 2026
IPO price $16.00 per share Initial public offering price
Note conversion price 85% of the IPO price Reflecting a 15% discount
automatically converted financial
"automatically converted into Common Stock on a one-to-one basis"
conversion price financial
"The conversion price was equal to 85% of the Issuer's initial public offering price"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
voting and dispositive power regulatory
"shares voting and dispositive power with respect to the shares held"

FAQ

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

What preferred shares did IAM report converting into common stock?

Series A, Series B, Series B-3 and Series B-4 preferred stock converted one-for-one into 1,141,878, 731,187, 122,684 and 1,458,290 common shares, respectively. The preferred-stock conversions occurred immediately before completion of Iambic's initial public offering.

What was the conversion price for IAM's convertible notes?

The notes converted into 742,546 common shares at a conversion price equal to 85% of the $16.00 IPO price, reflecting a 15% discount.

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

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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*
Vogelstein R Jacob

(Last)(First)(Middle)
C/O IAMBIC THERAPEUTICS, INC.
5627 OBERLIN DRIVE, SUITE 120

(Street)
SAN DIEGO CALIFORNIA 92121

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Iambic Therapeutics, Inc. [ IAM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/16/2026C1,995,749A(1)(2)(3)1,995,749ISee footnote(4)
Common Stock10/16/2026C1,458,290A(5)1,458,290ISee footnote(6)
Common Stock10/16/2026C742,546A(7)742,546ISee footnote(8)
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)10/16/2026C1,141,878 (1) (1)Common Stock1,141,878$00ISee footnote(4)
Series B Convertible Preferred Stock(2)10/16/2026C731,187 (2) (2)Common Stock731,187$00ISee footnote(4)
Series B-3 Convertible Preferred Stock(3)10/16/2026C122,684 (3) (3)Common Stock122,684$00ISee footnote(4)
Series B-4 Convertible Preferred Stock(5)10/16/2026C1,458,290 (5) (5)Common Stock1,458,290$00ISee footnote(6)
Convertible Promissory Notes(7)10/16/2026C742,54610/16/202608/14/2028Common Stock742,546$00ISee footnote(8)
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
2. Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
3. Each share of Series B-3 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
4. The shares are held of record by Catalio Nexus Fund III, LP, or Catalio Nexus. Catalio Capital Management, LP, or Catalio Capital Mgmt, a registered investment advisor, is the investment manager for Catalio Nexus. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio Nexus. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
5. Each share of Series B-4 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
6. The shares are held of record by Catalio Access Fund VIII, LLC, or Catalio Access. Catalio Capital Mgmt provides investment management services for Catalio Access. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio Access.The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
7. The conversion price was equal to 85% of the Issuer's initial public offering price of $16.00 per share (reflecting a 15% discount).
8. The shares are held of record by Catalio BH SPV, LLC, or Catalio SPV. Catalio Capital Mgmt is the investment manager for Catalio SPV. As a managing partner of Catalio Capital Mgmt, the reporting person shares voting and dispositive power with respect to the shares held by Catalio SPV. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any.
/s/ Sunny Chang, by power of attorney10/19/2026
** 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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