LeonaBio: Sermonix exercises warrants for 777K shares
A 19.99% beneficial-ownership limit prevented the Master Fund and PXV II from exercising any of their warrants as of the report date.
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Form Type
4
Rhea-AI Filing Summary
LeonaBio, Inc. (LONA) reports that Sermonix Pharmaceuticals, Inc. exercised pre-funded warrants for 776,648 common shares on October 26, 2026, at an exercise price of $0.0010 per share.
Perceptive Advisors LLC, Joseph Edelman (a director and ten-percent owner), and Perceptive Life Sciences Master Fund Ltd. are the reporting persons; each is identified as a director and ten-percent owner. They reported Sermonix’s entire interest, not a proportionate amount, and disclaim beneficial ownership except to the extent of any indirect pecuniary interest. Holding entries list warrants exercisable for 457,645 shares held by Perceptive Xontogeny Venture Fund II, LP (PXV II), 1,372,935 shares held by the Master Fund, and 2,352,932 shares distributed by Sermonix to PXV II. The 19.99% beneficial-ownership limitation did not permit the Master Fund or PXV II to exercise any warrants as of the report date.
Insider Trade Summary
776,648 shares exercised/converted
Exercise
7 txns
Insider
PERCEPTIVE ADVISORS LLC, EDELMAN JOSEPH, PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Pre-Funded Warrant (right to buy) F4, F5, F6, F1, F7 | 776,648 | -- | -- |
| Exercise | Common Stock F1, F7 | 776,648 | $0.001 | $776.65 |
| holding | Pre-Funded Warrant (right to buy) F9, F6, F3, F7 | -- | -- | -- |
| holding | Pre-Funded Warrant (right to warrant) F9, F6, F2, F7 | -- | -- | -- |
| holding | Pre-Funded Warrant (right to buy) F4, F9, F6, F3, F7, F8 | -- | -- | -- |
| holding | Common Stock F2, F7 | -- | -- | -- |
| holding | Common Stock F3, F7 | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant (right to buy) — 2,810,577 contracts (Indirect, See Footnotes);
Common Stock — 2,635,970 shares (Indirect, See Footnotes);
Pre-Funded Warrant (right to warrant) — 1,372,935 contracts (Indirect, See Footnotes)
Footnotes (9)
- F1. The securities are directly held by Sermonix Pharmaceuticals, Inc. ("Sermonix"). An affiliate of Perceptive Advisors LLC (the "Advisor") currently holds approximately 29% of the outstanding capital stock of Sermonix (excluding securities convertible into shares of Sermonix capital stock). Pursuant to General Instruction 4.b.(iv) of Form 4, the Reporting Persons with this filing have reported the entire amount of Sermonix's interest in the securities, rather than the Reporting Person's proportionate interest in the securities held by Sermonix.
- F2. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). The Advisor serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor.
- F3. The securities are directly held by Perceptive Xontogeny Venture Fund II, LP ("PXV II"). Perceptive Venture Advisors, LLC serves as the investment manager of PXV II and is controlled by the Advisor, and Perceptive Xontogeny Venture II GP, LLC ("PXV GP") is the general partner of PXV II. Mr. Edelman is the managing member of PXV GP and the Advisor.
- F4. The securities were issued to Sermonix in exchange for the grant of certain licenses and rights by Sermonix to the Issuer. The Pre-Funded Warrants became exercisable on March 18, 2026 upon receipt by the Issuer of stockholder approval such that the Pre-Funded Warrants can be exercised at any time without restriction or additional stockholder approval.
- F5. The Pre-Funded Warrants may not be exercised if, after such exercise, Sermonix, together with its Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 49.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise.
- F6. The Pre-Funded Warrants do not expire.
- F7. Each of Mr. Edelman, the Advisor, the Master Fund and PXV II disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F8. On October 26, 2026, PXV II received from Sermonix Pre-Funded Warrants exercisable for 2,352,932 shares of Common Stock pursuant to a distribution of securities held by Sermonix to holders of Sermonix common stock.
- F9. The Pre-Funded Warrants may not be exercised if, after such exercise, the Master Fund or PVX II, together with its Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation does not permit the Master Fund or PXV II to exercise any of its Warrants.
Key Figures
Common shares acquired through warrant exercise: 776,648 shares
Warrant exercise price: $0.0010 per share
Warrant underlying shares held by PXV II: 457,645 shares
+3 more
6 metrics
Common shares acquired through warrant exercise
776,648 shares
October 26, 2026
Warrant exercise price
$0.0010 per share
Exercise of pre-funded warrants
Warrant underlying shares held by PXV II
457,645 shares
Holding entry
Warrant underlying shares held by the Master Fund
1,372,935 shares
Holding entry
Warrant underlying shares distributed to PXV II
2,352,932 shares
Distributed by Sermonix on October 26, 2026
Beneficial-ownership limitation
19.99%
Applies to warrant exercises by the Master Fund or PXV II and their Attribution Parties
Key Terms
Pre-Funded Warrants, Attribution Parties, Beneficial Ownership Limitation
3 terms
Pre-Funded Warrants financial
"The Pre-Funded Warrants do not expire."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Attribution Parties regulatory
"together with its Attribution Parties"
Beneficial Ownership Limitation regulatory
"the “Beneficial Ownership Limitation”"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What exercise limit applies to the Master Fund and PXV II LONA warrants?
Warrants held by Perceptive Life Sciences Master Fund Ltd. and Perceptive Xontogeny Venture Fund II, LP cannot be exercised if doing so would cause either, together with its Attribution Parties, to own more than 19.99% of LeonaBio common stock then issued and outstanding. As of the report date, the limit did not permit either to exercise any warrants.
AI-generated analysis. How Rhea-AI works. Not financial advice.
