Eli Lilly (SCTX partner) reports 7.36% equity stake in Scribe Therapeutics

Rhea-AI Filing Summary

Eli Lilly and Company reported a significant equity position in Scribe Therapeutics, Inc., holding 1,388,161 shares of common stock. This represents approximately 7.36% of Scribe’s outstanding common shares, based on 18,864,386 shares outstanding after Scribe’s IPO and full exercise of the underwriters’ option.

Lilly’s stake consists of 1,054,828 shares issued upon conversion of an 8% Convertible Promissory Note previously purchased for $30.0 million, plus 333,333 shares bought in the IPO at $15.00 per share (about $5.0 million). Lilly states the position is for investment purposes, while reserving the flexibility to increase, reduce, or hedge its holdings over time. Lilly also entered into a 180‑day lock-up agreement from July 23, 2026, restricting sales or transfers without underwriters’ consent.

Key Figures

Shares beneficially owned: 1,388,161 shares Ownership percentage: 7.36% Shares outstanding: 18,864,386 shares +5 more

8 metrics

Shares beneficially owned 1,388,161 shares Common stock of Scribe Therapeutics held by Eli Lilly

Ownership percentage 7.36% Portion of Scribe’s outstanding common stock held by Eli Lilly

Shares outstanding 18,864,386 shares Scribe common shares outstanding after IPO and full option exercise

Note conversion shares 1,054,828 shares Shares issued to Lilly upon conversion of 8% Convertible Promissory Note

IPO shares purchased 333,333 shares Scribe IPO shares bought by Lilly at the public offering

Note purchase price $30.0 million Aggregate purchase price of the 8% Convertible Promissory Note

IPO purchase price $15.00 per share Public offering price paid by Lilly for Scribe IPO shares

Lock-up period 180 days after July 23, 2026 Duration Lilly agreed not to sell or transfer Scribe securities without consent

Key Terms

beneficially owns, 8% Convertible Promissory Note, dispositive power, lock-up agreement, +2 more

6 terms

beneficially owns financial

"The Reporting Person beneficially owns an aggregate of 1,388,161 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

8% Convertible Promissory Note financial

"upon conversion of the Issuer's 8% Convertible Promissory Note ("Promissory Note")"

dispositive power financial

"Sole Dispositive Power 1,388,161.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

lock-up agreement regulatory

"The Reporting Person has entered into a lock-up agreement pursuant to which the Reporting Person"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Rule 424(b)(4) regulatory

"Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4)"

underwriters' option financial

"after giving effect to the full exercise of the underwriters' option to purchase an additional 1,287,000 shares"

An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/08/2026 - 04:11 PM Accepted by SEC EDGAR 07/30/2026 - 04:39 PM Learn about SEC filing dates

FAQ

What stake does Eli Lilly hold in Scribe Therapeutics (SCTX)?

Eli Lilly beneficially owns 1,388,161 shares of Scribe Therapeutics common stock, representing approximately 7.36% of the outstanding shares based on 18,864,386 shares outstanding after Scribe’s IPO and the underwriters’ full option exercise.

How did Eli Lilly acquire its shares of Scribe Therapeutics (SCTX)?

Lilly’s position combines 1,054,828 shares issued from converting an 8% Convertible Promissory Note purchased for $30.0 million and 333,333 shares bought in Scribe’s IPO at $15.00 per share, totaling about $5.0 million for the IPO shares.

What is the outstanding share count used for Eli Lilly’s 7.36% in SCTX?

The ownership percentage uses 18,864,386 shares of Scribe common stock outstanding as of July 27, 2026, after the IPO and the underwriters’ full exercise of their option to purchase an additional 1,287,000 shares of common stock.

What is Eli Lilly’s stated purpose for its investment in Scribe Therapeutics (SCTX)?

Lilly states it acquired the 1,388,161 shares of Scribe common stock for investment purposes and will continue reviewing the position, with the possibility of acquiring more, disposing of shares, or entering into hedging or derivative transactions depending on various factors.

Is Eli Lilly restricted from selling its Scribe Therapeutics (SCTX) shares?

Yes. Lilly entered a lock-up agreement under which it agreed not to sell or transfer Scribe common stock or related securities for 180 days after July 23, 2026, without prior written consent from Leerink Partners LLC and Goldman Sachs & Co. LLC.

How much cash did Eli Lilly use to invest in Scribe Therapeutics (SCTX)?

Lilly used $30.0 million in cash to buy the 8% Convertible Promissory Note and about $5.0 million to purchase 333,333 shares in Scribe’s IPO, funding both from cash on hand according to the disclosure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Scribe Therapeutics, Inc.

(Name of Issuer)

Common stock, $0.001 par value per share

(Title of Class of Securities)

811033109

(CUSIP Number)

Anat Hakim
Lilly Corporate Center,
Indianapolis, IN, 46285
(317) 276-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 811033109

1

Name of reporting person

ELI LILLY & Co

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,388,161.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,388,161.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,388,161.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This percentage is calculated based upon 18,864,386 outstanding shares of common stock of the Issuer ("Common Stock") following the consummation of its initial public offering ("IPO") as described in its Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on July 27, 2026, after giving effect to the full exercise of the underwriters' option to purchase an additional 1,287,000 shares of Common Stock, as disclosed in the press release issued by the Issuer on July 27, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, $0.001 par value per share
(b)	Name of Issuer: Scribe Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1150 MARINA VILLAGE PKWY, ALAMEDA, CALIFORNIA , 94501.
Item 2.	Identity and Background
(a)	Eli Lilly and Company
(b)	Lilly Corporate Center Indianapolis, Indiana 46285
(c)	The principal business of Eli Lilly and Company is the discovery, development, manufacturing, marketing and sale of pharmaceutical products worldwide. The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of the Reporting Person is set forth on Schedule A.
(d)	During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Indiana
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person beneficially owns an aggregate of 1,388,161 shares of Common Stock of the Issuer, consisting of (a) 1,054,828 shares of Common Stock that were issued on July 10, 2026 to the Reporting Person upon conversion of the Issuer's 8% Convertible Promissory Note ("Promissory Note") previously acquired for an aggregate purchase price of $30.0 million; and (b) 333,333 shares of Common Stock purchased by the Reporting Person in the IPO at the public offering price of $15.00 per share, for an aggregate purchase price of approximately $5.0 million. The funds used by the Reporting Person to acquire the Promissory Note and the Common Stock purchased in the IPO consisted of cash on hand.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities reported herein for investment purposes and intends to continue to review its investments in the Issuer on an ongoing basis. Except as set forth herein, the Reporting Person does not currently have any specific plan or proposal to acquire or dispose of Common Stock of the Issuer or any securities exercisable for or convertible into Common Stock of the Issuer, but the Reporting Person, consistent with its investment purpose, may at any time and from time to time directly or indirectly acquire additional or all shares of Common Stock, securities exercisable for or convertible into Common Stock of the Issuer, or other securities of the Issuer, or dispose of any or all of its shares of Common Stock, securities exercisable for or convertible into Common Stock of the Issuer, or other securities of the Issuer. The Reporting Person's determination to make any such acquisitions or dispositions, in each such case, will depend upon a variety of factors, including, but not limited to, an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. In addition, in connection with the foregoing, the Reporting Person may engage in hedging or other transactions with respect to securities of the Issuer, including but not limited to, swaps and other derivative instruments. As part of its ongoing evaluation of its investment in the Issuer, the Reporting Person expects to engage in discussions with directors, officers, members of management and representatives of the Issuer, and may engage in discussions with stockholders, security holders or other interested parties, from time to time covering a range of topics concerning its investment and the Issuer, including operational, financial and strategic initiatives. Furthermore, without limitation, the Reporting Person may also evaluate and discuss other ideas, that if effected, may relate to, or result in, any other matter listed in Items 4(a)-(j) of Schedule 13D. To facilitate its consideration of such matters, the Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Person will likely take some or all of the foregoing steps at preliminary stages in its consideration of various possible courses of action before forming any intention to pursue any specific plan or proposal. Other than as described above, the Reporting Person reports that neither it nor, to its knowledge, any of the other persons listed on Schedule A attached to this Schedule 13D, currently has any specific plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person directly holds an aggregate of 1,388,161 shares of Common Stock, representing approximately 7.36% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Schedule 13D are based upon a total of 18,864,386 shares of Common Stock outstanding as of July 27, 2026, following the consummation of the Issuer's IPO as described in its Prospectus filed under Rule 424(b)(4) of the Securities Act of 1933, as amended, on July 27, 2026, after giving effect to the full exercise of the underwriters' option to purchase an additional 1,287,000 shares of Common Stock, as disclosed in the press release issued by the Issuer on July 27, 2026.
(b)	The information included in part (a) of Item 5 above is incorporated by reference herein.
(c)	Other than as described in Item 3, the Reporting Person has not purchased or sold any shares of Common Stock during the past 60 days.
(d)	No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Lock-Up Agreement The Reporting Person has entered into a lock-up agreement pursuant to which the Reporting Person has agreed not to, among other things and subject to various exceptions, sell or transfer Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for 180 days after July 23, 2026 without first obtaining the prior written consent of Leerink Partners LLC and Goldman Sachs & Co. LLC on behalf of the underwriters. The foregoing description of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the form of lock-up agreement, listed as Exhibit 2.1 hereto and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 2.1: Form of Lock-Up Agreement (Incorporated by reference to the Form of the Lock-Up Agreement attached as Annex II to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-1 (SEC File No. 333-297246), filed with the Securities and Exchange Commission on July 20, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ELI LILLY & Co

Signature:	/s/ Christopher Anderson
Name/Title:	Christopher Anderson, Vice President - Leader of Corporate Securities and Assistant Corporate Secretary
Date:	07/30/2026