Jiangsu Hengrui discloses Kailera stake in Form 3
Jiangsu Hengrui Pharmaceuticals Co., Ltd. filed an initial ownership report as a ten percent owner of Kailera Therapeutics, Inc..
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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.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
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 contracts (Direct);
Series A-2 convertible non-voting preferred stock — 2,034,133 contracts (Direct);
Common Stock — 1 shares (Indirect, By Hengrui (USA) Ltd.)
Footnotes (2)
- 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.
- 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.
Key Figures
Indirect common shares: 1 share
Series A-2 non-voting preferred underlying: 2,034,133 shares
Series A-2 preferred underlying: 9,477,719 shares
+2 more
5 metrics
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
Key Terms
Series A-2 convertible preferred stock, Series A-2 convertible non-voting preferred stock, Preferred Stock, initial public offering, +1 more
5 terms
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..."
Preferred shares that do not carry voting rights but give holders priority over common shareholders for dividends and claims on assets; each share is issued with a contractual right to convert into a specified number of common shares under set terms. The conversion feature can be optional, mandatory, or contingent on events and is governed by a conversion ratio or conversion price written into the company's charter or the security's offering documents; holders typically lose the preferred dividend and liquidation priority once they convert and become common shareholders. Because voting power is withheld while the security remains a preferred share, control-related rights depend on whether and when conversion into voting common stock occurs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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