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RA Capital group (NASDAQ: IKT) discloses 9.99% capped stake via stock and warrants

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Inhibikase Therapeutics, Inc. (IKT) is reported to have 14,653,994 shares of common stock beneficially owned for Section 13(d) purposes by reporting persons including RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky, and Rajeev Shah, who expressly disclaim status as a group.

The Fund directly holds 6,970,000 shares of common stock and Pre-Funded Warrants exercisable for up to 18,030,000 shares, subject to a Beneficial Ownership Blocker that limits ownership to 9.99% of outstanding common stock. The Fund is currently prohibited from exercising the Pre-Funded Warrants to the extent such exercise would result in beneficial ownership of more than 7,683,994 shares of common stock.

The ownership percentage is based on 132,032,636 shares outstanding as of May 1, 2026, plus 25,000,000 shares issued to the Fund on July 10, 2026, less 18,030,000 shares surrendered in exchange for Pre-Funded Warrants on July 29, 2026, and giving effect to warrants exercisable within 60 days. Due to EDGAR field limits, Row 11 shows 9.9%. Voting and dispositive power over the securities is shared among the reporting persons, and several of them disclaim beneficial ownership beyond determining their Section 13(d) obligations.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 14,653,994 shares Aggregate common stock beneficially owned by each reporting person for Section 13(d) purposes
Direct common shares held by Fund 6,970,000 shares Shares of Inhibikase common stock directly held by RA Capital Healthcare Fund, L.P.
Pre-Funded Warrant shares 18,030,000 shares Maximum number of Inhibikase common shares issuable upon exercise of the Fund’s Pre-Funded Warrants
Ownership cap 9.99% Beneficial Ownership Blocker threshold limiting Fund and affiliates’ ownership
Shares outstanding baseline 132,032,636 shares Inhibikase common stock outstanding as of May 1, 2026 used in percentage calculation
Shares issued to Fund 25,000,000 shares Common shares issued to the Fund in an at-the-market offering on July 10, 2026
Shares surrendered for warrants 18,030,000 shares Common shares surrendered to Inhibikase in exchange for Pre-Funded Warrants on July 29, 2026
Current warrant exercise limit 7,683,994 shares Maximum common shares the Fund can beneficially own considering the Beneficial Ownership Blocker
Pre-Funded Warrants financial
"The Fund directly holds 6,970,000 shares of common stock and pre-funded warrants ("Pre-Funded Warrants")"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Blocker financial
"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker")"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Section 13(d) of the Act regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
at-the-market offering financial
"25,000,000 shares of common stock issued to the Fund by the Issuer pursuant to an at-the-market offering"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
beneficial ownership financial
"Row 9 of each Reporting Person's cover page ... sets forth the aggregate number of shares ... beneficially owned"
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.

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

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FAQ

How many Inhibikase (IKT) shares and warrants are held by RA Capital Healthcare Fund, L.P.?

RA Capital Healthcare Fund directly holds 6,970,000 shares of Inhibikase common stock and Pre-Funded Warrants exercisable for up to 18,030,000 shares of common stock, subject to a Beneficial Ownership Blocker.

What is the Beneficial Ownership Blocker described for Inhibikase (IKT) Pre-Funded Warrants?

The Beneficial Ownership Blocker in the Pre-Funded Warrants prevents exercises that would cause the Fund and its affiliates to own more than 9.99% of Inhibikase’s outstanding common stock.

Why is the reported Inhibikase (IKT) ownership percentage shown as 9.9% on the cover pages?

While the narrative explains a 9.99% ownership cap for each reporting person, EDGAR field limitations required rounding down, so Row 11 of each cover page lists the percentage as 9.9%.

What share count did the Inhibikase (IKT) ownership calculation use as a baseline?

The ownership calculation uses 132,032,636 shares of common stock outstanding as of May 1, 2026, plus subsequent issuances and exchanges involving 25,000,000 issued shares and 18,030,000 surrendered shares.

Do the RA Capital reporting persons act as a group in holding Inhibikase (IKT) shares?

The filing states that RA Capital, the Fund, Peter Kolchinsky, and Rajeev Shah are "Reporting Persons" but expressly disclaim status as a "group" for purposes of this Schedule 13G/A amendment.

How much voting and dispositive power do the reporting persons have over Inhibikase (IKT) shares?

The cover pages report 0 sole voting and dispositive power and 14,653,994 shares of shared voting and dispositive power for each reporting person over Inhibikase common stock.





45719W205

(CUSIP Number)
07/29/2026

(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





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



RA Capital Management, L.P.
Signature:/s/ Peter Kolchinsky
Name/Title:By Peter Kolchinsky, Authorized Signatory
Date:07/31/2026
Peter Kolchinsky
Signature:/s/ Peter Kolchinsky
Name/Title:Peter Kolchinsky
Date:07/31/2026
Rajeev Shah
Signature:/s/ Rajeev Shah
Name/Title:Rajeev Shah
Date:07/31/2026
RA Capital Healthcare Fund, L.P.
Signature:/s/ Peter Kolchinsky
Name/Title:By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:07/31/2026
Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on July 17, 2026).