IRulya Therapeutics COO holds 92,168-share option
Some of the reported option positions vest over 36 monthly installments subject to continued service.
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
3
Rhea-AI Filing Summary
IRulya Therapeutics Inc. (IRLA) reports that Chief Operating Officer Keith R. Fandrick directly holds employee stock options covering common shares. Listed option records include exercise prices of $1.80, $1.81, $1.84 and $16.81, with expiration dates from July 24, 2027, through May 11, 2036. Some options are immediately exercisable; others vest in 36 successive equal monthly installments subject to continued service. The footnotes state that multiple options were received in exchange for Orphai options under the merger agreement.
Insider Trade Summary
15 transactions reported
Mixed
15 txns
Insider
Fandrick Keith R.
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Employee Stock Option (Right to Buy) F1, F2 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F3, F4 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F5 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F6 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F7 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F8 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F9 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F10 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F11 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F12 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F13 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F14 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F15, F16 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F1, F17 | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) F18, F17 | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (Right to Buy) — 233,767 contracts (Direct)
Footnotes (18)
- F1. Immediately exercisable.
- F2. Received in exchange for a stock option to acquire 608,856 shares of Orphai Therapeutics, LLC ("Orphai") common stock with an exercise price of $0.09 per share pursuant to an Agreement and Plan of Merger, dated May 17, 2026 (the "Merger Agreement"), by and among the Issuer, Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Orphai Holdings Therapeutics, Inc., a Delaware corporation ("HoldCo") and Orphai.
- F3. Beginning March 16, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the Orphai's 2026 Stock Incentive Plan (the "2026 Plan")) wih the Issuer as of each such vesting date.
- F4. Received in exchange for stock options to acquire an aggregate of 112,537 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F5. Received in exchange for stock options to acquire an aggregate of 3,467 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F6. Received in exchange for stock options to acquire an aggregate of 4,161 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F7. Received in exchange for stock options to acquire an aggregate of 1,387 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F8. Received in exchange for stock options to acquire an aggregate of 2,080 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F9. Received in exchange for stock options to acquire an aggregate of 693 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F10. Received in exchange for stock options to acquire an aggregate of 2,774 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F11. Received in exchange for stock options to acquire an aggregate of 6,935 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F12. Received in exchange for stock options to acquire an aggregate of 24,272 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F13. Received in exchange for stock options to acquire an aggregate of 105,577 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F14. Received in exchange for stock options to acquire an aggregate of 60,522 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F15. 25% of the shares subject to the option vested on February 11, 2026 and the remaining shares vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the 2026 Plan) with the Issuer as of each such vesting date.
- F16. Received in exchange for stock options to acquire an aggregate of 55,480 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
- F17. Received in exchange for stock options to acquire an aggregate of 1,843,370 shares of Orphai common stock with an exercise price of $0.84 per share pursuant to the Merger Agreement.
- F18. Beginning May 21, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the 2026 Plan) wih the Issuer as of each such vesting date.
Key Figures
Underlying common shares: 30,442 shares
Underlying common shares: 5,626 shares
Underlying common shares: 173 shares
+2 more
5 metrics
Underlying common shares
30,442 shares
Option exercise price $1.81; expiration March 15, 2036
Underlying common shares
5,626 shares
Option exercise price $1.81; vesting begins March 16, 2026
Underlying common shares
173 shares
Option exercise price $1.81; expiration July 24, 2027
Underlying common shares
2,774 shares
Option exercise price $1.80; expiration February 10, 2035
Underlying common shares
92,168 shares
Option exercise price $16.81; expiration May 11, 2036
Key Terms
Employee Stock Option (Right to Buy), Continued Service, successive equal monthly installments, Agreement and Plan of Merger
4 terms
Employee Stock Option (Right to Buy) financial
"Employee Stock Option (Right to Buy)"
Continued Service technical
"subject to the Reporting Person's Continued Service"
successive equal monthly installments financial
"a series of thirty-six (36) successive equal monthly installments"
Agreement and Plan of Merger financial
"pursuant to an Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the vesting terms for Keith R. Fandrick's IRLA options?
Some options are immediately exercisable, while others vest in 36 successive equal monthly installments subject to continued service. For example, the 5,626-share option begins vesting March 16, 2026; the 2,774-share option had 25% vest on February 11, 2026, with the remainder vesting monthly.
How did Keith R. Fandrick receive these IRLA options?
The footnotes state that the listed options were received in exchange for options to acquire Orphai common stock under an Agreement and Plan of Merger dated May 17, 2026. The exchanged options described in the footnotes had an exercise price of $0.09 per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
