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Iambic Therapeutics notes convert at 15% IPO discount

The notes converted at 85% of the IPO price, while the preferred shares converted one-for-one.

(Neutral)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
4

Rhea-AI Filing Summary

Iambic Therapeutics, Inc. (IAM) reported that Catalio Nexus Fund III, LP received 1,995,749 common shares on October 16, 2026, as its Series A, Series B and Series B-3 preferred shares converted automatically. Also on October 16, 2026, Catalio Access Fund VIII, LLC’s 1,458,290 Series B-4 preferred shares converted into common stock, and Catalio BH SPV, LLC received 742,546 common shares upon conversion of its notes. The preferred shares converted one-for-one immediately before completion of the IPO; the note conversion price equaled 85% of the $16.00 IPO price per share, reflecting a 15% discount.

Catalio Capital Management, LP was identified as investment manager for Catalio Nexus and Catalio BH SPV, and as providing investment-management services for Catalio Access. R. Jacob Vogelstein and George C. Petrocheilos, both managing partners of Catalio Capital Management, shared voting and dispositive power over the entities’ shares and disclaimed beneficial ownership except to the extent of any pecuniary interest; George C. Petrocheilos was also identified as a 10% owner reporting person. The reporting persons said their beneficial ownership had fallen below 10%, so they were no longer subject to Section 16 for transactions in Iambic equity securities and would no longer report those transactions on Forms 4 or 5.

Insider Catalio Capital Management, LP, Catalio Nexus Fund III, LP, Catalio Access Fund VIII, LLC, Catalio BH SPV, LLC, Petrocheilos George C
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
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 foonote); 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 adviser, is the investment manager for Catalio Nexus. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Nexus. Catalio Capital Mgmt, Mr. Vogelstein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their 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. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Access. Catalio Capital Mgmt, Mr. Voglestein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their 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. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio SPV. Catalio Capital Mgmt, Mr. Vogelstein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein, if any.
Series A preferred shares converted 1,141,878 shares Converted into common stock on October 16, 2026
Series B preferred shares converted 731,187 shares Converted into common stock on October 16, 2026
Series B-3 preferred shares converted 122,684 shares Converted into common stock on October 16, 2026
Series B-4 preferred shares converted 1,458,290 shares Converted into common stock on October 16, 2026
Common shares acquired by Catalio Nexus Fund III, LP 1,995,749 shares October 16, 2026 conversion
Common shares acquired by Catalio Access Fund VIII, LLC 1,458,290 shares October 16, 2026 conversion
Common shares acquired by Catalio BH SPV, LLC 742,546 shares October 16, 2026 conversion of notes
Note conversion price 85% of the $16.00 IPO price per share The conversion price reflected a 15% discount
Convertible Promissory Notes financial
"Convertible Promissory Notes"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
one-to-one basis technical
"automatically converted into Common Stock on a one-to-one basis"
conversion price financial
"The conversion price was equal to 85%"
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.
dispositive power regulatory
"share voting and dispositive power with respect to the shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
beneficial ownership regulatory
"disclaim beneficial ownership of any of the reported securities"
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.

FAQ

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

What was the IAM note conversion price?

The notes converted at 85% of Iambic’s $16.00 initial public offering price per share, reflecting a 15% discount.

Why did the reporting persons stop reporting IAM transactions on Forms 4 and 5?

They said their beneficial ownership had fallen below 10%, so they were no longer subject to Section 16 in connection with transactions in Iambic equity securities and would no longer report those transactions on Forms 4 or 5.

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
X
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*
Catalio Capital Management, LP

(Last)(First)(Middle)
512 W. 22ND STREET
5TH FLOOR

(Street)
NEW YORK NEW YORK 10011

(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)
DirectorX10% 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)
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 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 foonote(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)
1. Name and Address of Reporting Person*
Catalio Capital Management, LP

(Last)(First)(Middle)
512 W. 22ND STREET
5TH FLOOR

(Street)
NEW YORK NEW YORK 10011

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Catalio Nexus Fund III, LP

(Last)(First)(Middle)
512 W. 22ND STREET
5TH FLOOR

(Street)
NEW YORK NEW YORK 10011

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Catalio Access Fund VIII, LLC

(Last)(First)(Middle)
512 W. 22ND STREET
5TH FLOOR

(Street)
NEW YORK NEW YORK 10011

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Catalio BH SPV, LLC

(Last)(First)(Middle)
512 W. 22ND STREET, 5TH FLOOR

(Street)
NEW YORK NEW YORK 10011

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Petrocheilos George C

(Last)(First)(Middle)
512 W. 22ND STREET
5TH FLOOR

(Street)
NEW YORK NEW YORK 10011

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
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 adviser, is the investment manager for Catalio Nexus. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Nexus. Catalio Capital Mgmt, Mr. Vogelstein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their 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. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Access. Catalio Capital Mgmt, Mr. Voglestein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their 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. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio SPV. Catalio Capital Mgmt, Mr. Vogelstein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein, if any.
Remarks:
The Reporting Persons' beneficial ownership has fallen below ten percent. As a result, the Reporting Persons are no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.
/s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP10/19/2026
/s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Nexus Fund III, LP10/19/2026
/s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Access Fund VIII, LLC10/19/2026
/s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Access Fund VIII, LLC10/19/2026
/s/ George C. Petrocheilos, individually10/19/2026
** 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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