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Kailera Therapeutics, Inc. granted Chief Medical Officer Scott M. Wasserman two stock option awards, each covering 100,000 shares of common stock at an exercise price of $16.00 per share and expiring on April 16, 2036.
One option grant vests 25% on April 16, 2027 and then in 36 equal monthly installments, contingent on continued service. The other becomes exercisable only if the company’s stock price reaches at least $40 per share during a defined performance measurement period or in a qualifying change in control, also subject to continued service.
Kailera Therapeutics, Inc. director Christopher Hite received a grant of stock options covering 38,300 shares of common stock. The options have an exercise price of $16.00 per share and expire on April 16, 2036.
The options vest and become exercisable for 100% of the underlying 38,300 shares on April 16, 2027, subject to his continued service through that date. This is a compensation-related award, not an open-market purchase or sale of shares.
Kailera Therapeutics, Inc. director Frank Clyburn received a grant of stock options on April 16, 2026. The award covers 38,300 options to buy common stock at an exercise price of $16.00 per share, all held as direct ownership.
Following this grant, Clyburn holds 38,300 stock options. According to the terms, the options vest and become exercisable for 100% of the underlying shares on April 16, 2027, provided he continues to serve the company through that vesting date. The options are scheduled to expire on April 16, 2036 if not exercised.
Kailera Therapeutics, Inc. Chief Financial Officer Douglas W. Pagan reported two compensatory stock option grants. Each award covers 100,000 shares of common stock at an exercise price of $16.00 per share and expires on April 16, 2036.
One option grant vests 25% on April 16, 2027 and then in 36 substantially equal monthly installments, conditioned on continued service. The second option grant vests, if at all, only if the company’s stock price reaches $40 per share during a defined performance period or in a qualifying change in control, also subject to continued service.
Kailera Therapeutics, Inc. completed its initial public offering, selling 44,921,875 shares of common stock, including 5,859,375 additional shares purchased by the underwriters, at $16.00 per share. The IPO generated gross proceeds of $718.8 million before underwriting discounts and expenses.
In connection with the IPO, Kailera filed a new amended and restated certificate of incorporation and adopted amended and restated bylaws. These governance changes increase authorized common stock to 800,000,000 shares, authorize 10,000,000 shares of undesignated preferred stock, create a classified board with three-year staggered terms, limit director removal to for-cause by a two‑thirds stockholder vote, restrict stockholder written consents, and add Delaware and federal court exclusive forum provisions for specified disputes.
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.
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.
Kailera Therapeutics, Inc. reported that Bain Capital–affiliated entities are indirect ten percent owners through holdings of the company’s Series B Preferred Stock. The filing shows 17,857,143 shares of Series B Preferred Stock, which are convertible into an equal number of common shares on a 1:1 basis.
These preferred shares are held directly by BCPE Perseus Investor, LP, while related Bain Capital entities are positioned upstream as general partners or managing members and may be deemed to share voting and dispositive power. The Bain entities each disclaim beneficial ownership beyond their pecuniary interest in these securities.
Kailera Therapeutics, Inc. filed an initial ownership report showing that Bain Capital Life Sciences–affiliated entities are indirect ten percent owners through preferred stock holdings. BCLS Fund IV Investments, L.P. holds Series A-1 and Series B Preferred Stock that are each convertible into Common Stock on a 1:1 basis and automatically convert upon the closing of Kailera’s initial public offering, with no expiration date.
The filing reports 4,145,768 underlying shares of Common Stock from Series B Preferred Stock and 16,875,000 underlying shares of Common Stock from Series A-1 Preferred Stock, all held indirectly. Upstream Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over these securities while disclaiming beneficial ownership except to the extent of their pecuniary interest.
Kailera Therapeutics, Inc. executive Paul D. Burgess filed an initial ownership report showing three direct stock option positions in the company’s common stock. These options give rights to acquire 325,491 shares at an exercise price of $7.24, and 191,444 and 285,307 shares each at $5.25 per share.
The options tied to 285,307 shares vested 25% on December 9, 2025, with the rest in 36 monthly installments, while those for 191,444 shares vested 25% on September 16, 2025 on a similar schedule. The 325,491‑share grant is scheduled to vest 25% on November 5, 2026, then in 36 monthly installments, all subject to Burgess’s continued service.