Pontifax reports 1.41M indirect LBRX shares after conversion and purchase

Rhea-AI Filing Summary

Pontifax Management 4 G.P. (2015) Ltd. reported purchases and conversions of LB Pharmaceuticals Inc. securities on 09/12/2025. The filing shows an automatic conversion of 10,000,000 shares of Series C preferred stock into common stock immediately prior to the issuer's IPO closing, and the reporting person acquired 411,681 shares of common stock via conversion. In a separate transaction the reporting person purchased 1,000,000 shares of common stock at $15.00 per share, bringing total beneficial ownership reported to 1,411,681 shares on an indirect basis through affiliated Pontifax entities. The form is signed by the issuer's CFO on 09/16/2025.

Positive

• Clear disclosure of conversion of 10,000,000 Series C preferred shares into common stock immediately prior to IPO closing
• Large open-market purchase of 1,000,000 common shares at a specified price of $15.00 per share
• Beneficial ownership broken out by Pontifax Israel and Pontifax Cayman with totals provided

Negative

• Filing shows indirect ownership only; direct voting power and any specific voting arrangements are not detailed beyond general partner relationships
• No forward-looking information or rationale provided for the $15.00 purchase, limiting context for investors

Insights

Financial Analyst

TL;DR: Insider group increased indirect ownership via conversion and a $15 stock purchase totaling 1,411,681 common shares.

The filing documents two material events: automatic conversion of 10,000,000 Series C preferred into common equity tied to the IPO mechanics, and an affirmative market purchase of 1,000,000 common shares at $15.00. Together these actions consolidate the Pontifax entities' indirect stake reported as 1,411,681 shares. For investors, this clarifies insider holdings post-IPO and the notional cash price for a substantial block; it does not provide operating results or forward guidance.

Corporate Governance Expert

TL;DR: The report discloses standard post-IPO conversion mechanics and an affiliated purchaser increasing indirect holdings.

The disclosure identifies the reporting structure of Pontifax Israel and Pontifax Cayman and notes that Pontifax Management is the general partner, with named managing partners who may share voting and investment power. The filing is complete regarding transaction types, amounts, and the $15 purchase price, and it includes the required signature. No departures, option grants, or governance changes are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pontifax Management 4 G.P. (2015) Ltd.

(Last) (First) (Middle)

C/O LB PHARMACEUTICALS INC

ONE PENNSYLVANIA PLAZA, SUITE 1025

(Street)

NEW YORK NY 10119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LB PHARMACEUTICALS INC [ LBRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		C		411,681	A	(1)	411,681	I	See footnote(2)
Common Stock	09/12/2025		P		1,000,000	A	$15	1,411,681	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	09/12/2025		C			10,000,000(4)	(1)	(1)	Common Stock	411,681(2)	(1)	0	I	See footnotes

Explanation of Responses:

1. Each share of Series C Preferred Stock automatically converted immediately prior to the closing of the Issuer's initial public offering for no additional consideration at a conversion ratio that was dependent upon the initial price per share to the public in the Issuer's initial public offering.

2. Consists of (i) 261,938 shares of common stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 149,743 shares of common stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities.

3. Consists of (i) 636,263 shares of common stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 363,737 shares of common stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities.

4. Consists of (i) 6,362,625 shares of our redeemable convertible preferred stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 3,637,375 shares of our redeemable convertible preferred stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities.

	/s/ Asaf Shinar, CFO	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Pontifax Management report for LBRX on the Form 4?

The Form 4 reports conversion of 10,000,000 Series C preferred shares into common stock and an acquisition of 1,000,000 common shares at $15.00 each on 09/12/2025.

How many common shares does Pontifax report beneficially owning after these transactions?

The filing reports a total of 1,411,681 shares of common stock beneficially owned following the reported transactions, held indirectly through affiliated Pontifax entities.

Who are the entities through which these LBRX shares are held?

Shares are held indirectly by Pontifax (Israel) VI Limited Partnership and Pontifax (Cayman) VI Limited Partnership, with Pontifax VI G.P. as general partner and Pontifax Management IV G.P. (2015) Ltd. as the general partner of that GP.

What price was paid for the purchased LBRX shares?

The reported purchase price for the 1,000,000 common shares was $15.00 per share.

When was the Form 4 signed and by whom?

The Form 4 bears the signature of Asaf Shinar, CFO, dated 09/16/2025.