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Jiangsu Hengrui details Kailera Therapeutics (KLRA) preferred holdings

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(Neutral)
Form Type
3

Rhea-AI Filing Summary

Jiangsu Hengrui Pharmaceuticals Co., Ltd. filed an initial ownership report as a ten percent owner of Kailera Therapeutics, Inc.. The filing shows indirect ownership of 1 share of common stock through Hengrui (USA) Ltd. and direct holdings of Series A-2 preferred securities.

The Series A-2 convertible preferred stock is convertible into 9,477,719 shares of common stock, and the Series A-2 convertible non-voting preferred stock is convertible into 2,034,133 shares of common stock. According to the disclosure, this preferred stock is convertible at the holder’s election, has no expiration date, and will automatically convert into common shares immediately prior to the closing of Kailera’s initial public offering of common stock.

This Form 3 records existing ownership positions and does not report any new purchases or sales.

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Insider Jiangsu Hengrui Pharmaceuticals Co., Ltd.
Role 10% Owner
Type Security Shares Price Value
holding Series A-2 convertible preferred stock -- -- --
holding Series A-2 convertible non-voting preferred stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series A-2 convertible preferred stock — 9,477,719 shares (Direct); Series A-2 convertible non-voting preferred stock — 2,034,133 shares (Direct); Common Stock — 1 shares (Indirect, By Hengrui (USA) Ltd.)
Footnotes (2)
  1. F1. The reported securities are directly held by Hengrui (USA) Ltd. Hengrui (USA) Ltd. is a wholly-owned subsidiary of Jiangsu Hengrui Pharmaceuticals Co., Ltd.
  2. F2. The Series A-2 convertible preferred stock and Series A-2 convertible non-voting preferred stock (collectively, the "Preferred Stock") of the Issuer are convertible into shares of Common Stock of the Issuer at the holder's election and have no expiration date. All shares of the Preferred Stock will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
Indirect common shares 1 share Common stock held indirectly via Hengrui (USA) Ltd.
Series A-2 non-voting preferred underlying 2,034,133 shares Common stock issuable upon conversion of non-voting preferred
Series A-2 preferred underlying 9,477,719 shares Common stock issuable upon conversion of voting preferred
Conversion price $0.0000 per share Exercise price for conversion of Series A-2 preferred
Insider status Ten percent owner Reporting person flagged as 10% owner of Kailera
Series A-2 convertible preferred stock financial
"The Series A-2 convertible preferred stock and Series A-2 convertible non-voting preferred stock..."
Series A-2 convertible non-voting preferred stock financial
"The Series A-2 convertible preferred stock and Series A-2 convertible non-voting preferred stock..."
Preferred Stock financial
"collectively, the "Preferred Stock") of the Issuer are convertible into shares of Common Stock..."
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.
initial public offering financial
"will automatically convert into shares of Common Stock 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.
convertible non-voting preferred stock financial
"Series A-2 convertible non-voting preferred stock (collectively, the "Preferred Stock") of the Issuer..."

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FAQ

What does Jiangsu Hengrui report in its Form 3 for Kailera Therapeutics (KLRA)?

Jiangsu Hengrui reports its initial ownership in Kailera Therapeutics, including 1 indirectly held common share and large positions in Series A-2 preferred stock that is convertible into common shares, establishing it as a ten percent owner of the company.

How many Kailera Therapeutics (KLRA) common shares can Jiangsu Hengrui’s preferred stock convert into?

The Series A-2 convertible preferred stock can convert into 9,477,719 common shares, and the Series A-2 convertible non-voting preferred stock can convert into 2,034,133 common shares. These figures reflect potential common stock issuable from Jiangsu Hengrui’s preferred holdings.

How is Jiangsu Hengrui’s indirect ownership in Kailera Therapeutics (KLRA) structured?

The filing explains that the reported common stock is directly held by Hengrui (USA) Ltd., a wholly owned subsidiary of Jiangsu Hengrui Pharmaceuticals. This means Jiangsu Hengrui’s indirect ownership arises through full ownership of Hengrui (USA) Ltd., which holds the Kailera common share.

When will Kailera’s Series A-2 preferred stock held by Jiangsu Hengrui automatically convert?

The Series A-2 convertible preferred and non-voting preferred stock will automatically convert into Kailera common stock immediately prior to the closing of Kailera’s initial public offering of common stock, in addition to being convertible at the holder’s election before that event.

Does Jiangsu Hengrui’s Form 3 for Kailera Therapeutics (KLRA) show any recent buying or selling?

The Form 3 does not show new purchases or sales. It lists existing holdings of common stock and Series A-2 preferred securities, serving as an initial ownership statement for a ten percent owner rather than a record of current trading activity.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Jiangsu Hengrui Pharmaceuticals Co., Ltd.

(Last)(First)(Middle)
7 KUNLUNSHAN RD, ECON. & TECH. DEV. ZONE

(Street)
LIANYUNGANGJIANGSU222000

(City)(State)(Zip)

CHINA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2026
3. Issuer Name and Ticker or Trading Symbol
Kailera Therapeutics, Inc. [ KLRA ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock1IBy Hengrui (USA) Ltd.(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A-2 convertible preferred stock (2) (2)Common Stock9,477,719(2)D
Series A-2 convertible non-voting preferred stock (2) (2)Common Stock2,034,133(2)D
Explanation of Responses:
1. The reported securities are directly held by Hengrui (USA) Ltd. Hengrui (USA) Ltd. is a wholly-owned subsidiary of Jiangsu Hengrui Pharmaceuticals Co., Ltd.
2. The Series A-2 convertible preferred stock and Series A-2 convertible non-voting preferred stock (collectively, the "Preferred Stock") of the Issuer are convertible into shares of Common Stock of the Issuer at the holder's election and have no expiration date. All shares of the Preferred Stock will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
Jiangsu Hengrui Pharmaceuticals Co., Ltd. /s/ Lau Kin Chun, Financial Controller, on behalf of Jiangsu Hengrui Pharmaceuticals Co., Ltd.04/16/2026
** 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 5 (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 3: SEC 1473 (03-26)