RTW Investments (KLRA) discloses large preferred holdings before IPO
Rhea-AI Filing Summary
Kailera Therapeutics, Inc. received an initial ownership report showing significant preferred stock holdings by funds managed by RTW Investments, LP, with Roderick Wong also listed as a reporting person and a ten percent owner.
The affiliated RTW funds hold Series A Preferred Stock convertible into 8,250,000 shares of Common Stock and Series B Preferred Stock convertible into 2,026,820 shares of Common Stock. Each preferred share has no expiration date and will automatically convert into Common Stock on a 1-for-1 basis immediately prior to the closing of Kailera’s initial public offering for no additional consideration. The securities are held indirectly through RTW-managed funds, and the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
RTW INVESTMENTS, LP, WONG RODERICK
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 8,250,000 shares (Indirect, See footnote);
Series B Preferred Stock — 2,026,820 shares (Indirect, See footnote)
Footnotes (2)
- F1. Each share of Series A Preferred Stock and Series B Preferred Stock has no expiration date and will automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering for no additional consideration.
- F2. Held by certain affiliated funds managed by RTW Investments, LP ("RTW"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein.
Key Figures
Series A underlying common: 8,250,000 shares
Series B underlying common: 2,026,820 shares
Series A exercise price: $0.0000 per share
+3 more
6 metrics
Series A underlying common
8,250,000 shares
Underlying Common Stock for Series A Preferred
Series B underlying common
2,026,820 shares
Underlying Common Stock for Series B Preferred
Series A exercise price
$0.0000 per share
Conversion price for Series A Preferred
Series B exercise price
$0.0000 per share
Conversion price for Series B Preferred
Form 3 holding entries
2 entries
Series A and Series B Preferred Stock
Ten percent owners reported
2 reporting persons
RTW Investments, LP and Roderick Wong
Key Terms
Series A Preferred Stock, Series B Preferred Stock, Common Stock, initial public offering, +2 more
6 terms
Series A Preferred Stock financial
"Each share of Series A Preferred Stock and Series B Preferred Stock has no expiration date"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Series B Preferred Stock financial
"Each share of Series A Preferred Stock and Series B Preferred Stock has no expiration date"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Common Stock financial
"will automatically convert into shares of Common Stock on a 1-for-1 basis"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
initial public offering financial
"automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Section 16 regulatory
"The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
pecuniary interest financial
"except to the extent of their pecuniary interest therein"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider positions in Kailera Therapeutics (KLRA) does RTW Investments report?
RTW-managed funds report indirect holdings of Kailera Therapeutics preferred stock. These positions include Series A and Series B Preferred Stock, which are convertible into 8,250,000 and 2,026,820 shares of Common Stock, respectively, under the terms described in the ownership filing.
Does RTW Investments claim full beneficial ownership of its KLRA holdings?
No. The reporting persons expressly disclaim beneficial ownership of the reported Kailera Therapeutics securities for Section 16 purposes, except to the extent of their pecuniary interest. This language limits how their economic and voting control over the shares should be interpreted.