Kailera Therapeutics (KLRA) director reports indirect preferred stock holdings
Rhea-AI Filing Summary
Kailera Therapeutics, Inc. director and more than ten percent owner Dr. Adam Koppel filed an initial Form 3 reporting indirect holdings of the company’s preferred stock through BCLS Fund IV Investments, LP. These holdings consist of Series A-1 and Series B Preferred Stock that are each convertible into Common Stock on a 1:1 basis.
Footnotes explain that each preferred share is convertible at the holder’s option and will automatically convert into Common Stock upon the closing of Kailera Therapeutics’ initial public offering, with no expiration date. Dr. Koppel is a partner of Bain Capital Life Sciences Investors, LLC, the ultimate general partner of BCLS Fund IV Investments, and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.
Positive
- None.
Negative
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Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Koppel Adam
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A-1 Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series A-1 Preferred Stock — 16,875,000 shares (Indirect, See footnotes);
Series B Preferred Stock — 4,145,768 shares (Indirect, See footnotes)
Footnotes (4)
- F1. Each share of the Issuer's Series A-1 Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 1:1 basis and will automatically convert upon the closing of the Issuer's initial public offering. These securities have no expiration date.
- F2. Each share of the Issuer's Series B Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 1:1 basis and will automatically convert upon the closing of the Issuer's initial public offering. These securities have no expiration date.
- F3. Represents shares of the Issuer's Series A-1 Preferred Stock and Series B Preferred Stock held directly by BCLS Fund IV Investments, LP ("BCLS Fund IV Investments").
- F4. Dr. Koppel is a Partner of Bain Capital Life Sciences Investors, LLC ("BCLSI"). BCLSI is the ultimate general partner of BCLS Fund IV Investments. As a result, Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund IV Investments. Dr. Koppel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Key Figures
Series B underlying shares: 4,145,768 shares
Series A-1 underlying shares: 16,875,000 shares
Series B exercise price: $0.0000 per share
+1 more
4 metrics
Series B underlying shares
4,145,768 shares
Underlying Common Stock from Series B Preferred, indirect
Series A-1 underlying shares
16,875,000 shares
Underlying Common Stock from Series A-1 Preferred, indirect
Series B exercise price
$0.0000 per share
Conversion price for Series B Preferred into Common Stock
Series A-1 exercise price
$0.0000 per share
Conversion price for Series A-1 Preferred into Common Stock
Key Terms
Series A-1 Preferred Stock, Series B Preferred Stock, convertible, initial public offering, +2 more
6 terms
Series A-1 Preferred Stock financial
"Represents shares of the Issuer's Series A-1 Preferred Stock and Series B Preferred Stock held directly..."
Series A-1 preferred stock is a specific class of company shares created in an early financing round that typically gives its holders priority over common shareholders for dividends and money if the company is sold or liquidates. Think of it as a special ticket with upfront privileges — often convertible into ordinary shares and sometimes carrying voting or protective rights — so investors use it to reduce risk and preserve control compared with ordinary stock.
Series B Preferred Stock financial
"Each share of the Issuer's Series B Preferred Stock is convertible, at the option of the holder..."
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.
convertible financial
"Each share of the Issuer's Series A-1 Preferred Stock is convertible, at the option of the holder..."
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
initial public offering financial
"will automatically convert upon 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.
beneficial ownership financial
"Dr. Koppel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein."
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.
pecuniary interest financial
"Dr. Koppel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Adam Koppel’s Form 3 filing for Kailera Therapeutics (KLRA) show?
The Form 3 shows Dr. Adam Koppel as a director and more than ten percent owner with indirect holdings of Series A-1 and Series B Preferred Stock via BCLS Fund IV Investments, LP. These preferred shares are convertible into Kailera Therapeutics Common Stock on a 1:1 basis.
What does the Form 3 say about Kailera Therapeutics (KLRA) Series B Preferred Stock?
Each share of Series B Preferred Stock is also convertible into Common Stock on a 1:1 basis, at the option of the holder. The footnotes explain that these shares will automatically convert upon the closing of Kailera Therapeutics’ initial public offering and that they have no expiration date.
Does Adam Koppel claim full beneficial ownership of his Kailera Therapeutics (KLRA) holdings?
No. The footnotes state that Dr. Koppel disclaims beneficial ownership of the securities held by BCLS Fund IV Investments, LP, except to the extent of his pecuniary interest. This clarifies that the holdings are primarily attributed to the investment fund, not personally to him.