Perceptive Advisors holds 19.99% of LeonaBio

LeonaBio, Inc. (LONA) received an amended Schedule 13D (Amendment No. 8) from Perceptive Advisors LLC and affiliated reporting persons updating their ownership and warrant arrangements.

Rhea-AI Filing Summary

LeonaBio, Inc. (LONA) received an amended Schedule 13D (Amendment No. 8) from Perceptive Advisors LLC and affiliated reporting persons updating their ownership and warrant arrangements. Perceptive entities report beneficial ownership of 1,889,403 shares of common stock, representing 19.99% of the class, based on 9,421,663 shares outstanding and giving effect to warrants for 30,081 shares that may be exercised within existing limits.

Perceptive Life Sciences Master Fund, Ltd. holds 1,559,647 shares (16.5%), and Perceptive Xontogeny Venture Fund II holds 359,837 shares (3.8%), all with shared voting and dispositive power. Sermonix plans to distribute pre-funded warrants exercisable for 2,352,932 additional shares to PXV II effective October 26, 2026, but these and other warrants are subject to a 19.99% Beneficial Ownership Limitation, capping how many shares may be acquired. The reporting persons state they have made no transactions in LeonaBio common stock in the past sixty days, and certain director stock options are excluded from beneficial ownership because they cannot be exercised above the same 19.99% threshold without advance notice.

Key Figures

Shares beneficially owned by Perceptive reporting group: 1,889,403 shares Beneficial ownership percentage (Perceptive reporting group): 19.99 % Shares outstanding: 9,421,663 shares +6 more

9 metrics

Shares beneficially owned by Perceptive reporting group 1,889,403 shares Beneficial ownership of LeonaBio common stock reported as of the amendment date

Beneficial ownership percentage (Perceptive reporting group) 19.99 % Percent of LeonaBio common stock outstanding represented by 1,889,403 shares

Shares outstanding 9,421,663 shares Aggregate LeonaBio common stock outstanding used to calculate ownership percentages

Perceptive Life Sciences Master Fund, Ltd. shares 1,559,647 shares Beneficial ownership corresponding to 16.5% of class

Perceptive Life Sciences Master Fund, Ltd. ownership percentage 16.5 % Percent of LeonaBio common stock attributed to the Master Fund

Perceptive Xontogeny Venture Fund II shares 359,837 shares Beneficial ownership corresponding to 3.8% of class

Perceptive Xontogeny Venture Fund II ownership percentage 3.8 % Percent of LeonaBio common stock attributed to PXV II

Sermonix pre-funded warrants shares 2,352,932 shares Shares of LeonaBio common stock underlying pre-funded warrants to be distributed to PXV II

Shares exercisable under Beneficial Ownership Limitation 30,081 shares Aggregate LeonaBio shares currently exercisable under warrants and pre-funded warrants

Key Terms

Schedule 13D, Beneficial Ownership Limitation, pre-funded warrants, shared voting power, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Beneficial Ownership Limitation financial

"As of the date hereof, the Beneficial Ownership Limitation permits"

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.

pre-funded warrants financial

"Sermonix Pre-Funded Warrants exercisable for 2,352,932 shares of Common Stock"

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.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00 8 | Shared Voting Power"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power"

FAQ

What percentage of LeonaBio, Inc. (LONA) does Perceptive Advisors currently report owning?

Perceptive Advisors LLC and affiliated reporting persons report beneficial ownership of 1,889,403 shares of LeonaBio common stock, representing 19.99% of the outstanding class, based on 9,421,663 shares outstanding and including warrants exercisable for 30,081 shares within the stated limitation.

How many LeonaBio (LONA) shares are held by Perceptive Life Sciences Master Fund, Ltd.?

Perceptive Life Sciences Master Fund, Ltd. reports beneficial ownership of 1,559,647 shares of LeonaBio common stock, representing 16.5% of the outstanding class, with shared voting and shared dispositive power over all of these shares.

What is Perceptive Xontogeny Venture Fund II’s stake in LeonaBio (LONA)?

Perceptive Xontogeny Venture Fund II reports beneficial ownership of 359,837 shares of LeonaBio common stock, representing 3.8% of the class, with shared voting and shared dispositive power over these shares.

What are the key terms of the Sermonix pre-funded warrants related to LeonaBio (LONA)?

Sermonix notified the reporting persons it will distribute pre-funded warrants exercisable for 2,352,932 LeonaBio shares to PXV II, expected effective on October 26, 2026. These warrants cannot be exercised to the extent such exercise would cause beneficial ownership to exceed 19.99% of outstanding common stock.

What is the Beneficial Ownership Limitation mentioned for LeonaBio (LONA)?

The warrants and pre-funded warrants held by the Master Fund and PXV II include a Beneficial Ownership Limitation that prevents exercises which would result in beneficial ownership above 19.99% of LeonaBio’s outstanding common stock. As of this filing, this limitation permits exercise for an aggregate of 30,081 shares.

Have Perceptive-related reporting persons traded LeonaBio (LONA) stock recently?

The reporting persons state that none of them has effected any transaction in shares of LeonaBio common stock in the past sixty days. This representation applies to all reporting entities named in the Schedule 13D/A amendment.

Are Joseph Edelman’s director stock options in LeonaBio (LONA) counted in beneficial ownership?

Joseph Edelman holds vested stock options as a director, but they are excluded from beneficial ownership because, under a January 13, 2026 agreement, they cannot be exercised above 19.99% beneficial ownership without providing at least 61 days’ notice to LeonaBio.

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

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Available on EDGAR 08/25/2026 - 04:00 PM Accepted by SEC EDGAR 08/25/2026 - 04:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

LeonaBio, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

04746L203

(CUSIP Number)

Alexander Rakitin
Perceptive Advisors LLC, 51 Astor Place, 10th Floor
New York, NY, 10003
(646) 205-5345

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

08/22/2026

(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): 04746L203

1

Name of reporting person

Perceptive Advisors LLC

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)

AF

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,889,403.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,889,403.00

11

Aggregate amount beneficially owned by each reporting person

1,889,403.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Joseph Edelman

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,889,403.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,889,403.00

11

Aggregate amount beneficially owned by each reporting person

1,889,403.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Perceptive Life Sciences Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,559,647.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,559,647.00

11

Aggregate amount beneficially owned by each reporting person

1,559,647.00

12

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

13

Percent of class represented by amount in Row (11)

16.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 04746L203

1

Name of reporting person

Perceptive Xontogeny Venture Fund II, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 359,837.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 359,837.00

11

Aggregate amount beneficially owned by each reporting person

359,837.00

12

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

13

Percent of class represented by amount in Row (11)

3.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: LeonaBio, Inc.
(c)	Address of Issuer's Principal Executive Offices: 18706 North Creek Parkway, Suite 104, Bothell, WASHINGTON , 98011.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended and supplemented as follows: On August 22, 2026, Sermonix notified the Reporting Persons that it will distribute Sermonix Pre-Funded Warrants exercisable for 2,352,932 shares of Common Stock to PXV II pursuant to a distribution of securities to owners of Sermonix's common stock. The distribution is expected to be effective on October 26, 2026. Pursuant to the terms of the Sermonix Pre-Funded Warrants, the pre-funded warrants that will be held by PXV II will not be exerciseable to the extent that such exercise would result in beneficial ownership in excess of 19.99% of the outstanding shares of Common Stock of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on an aggregate of 9,421,663 shares of Common Stock outstanding, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 14, 2026, and give effect to the exercise of warrants held by the Reporting Persons for an aggregate of 30,081 shares of Common Stock.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Mr. Edelman holds vested stock options to purchase shares of Common Stock in connection with his service as a director of the Issuer; however, such options are not included in the number of shares beneficially owned by Mr. Edelman or the other Reporting Persons because Mr. Edelman agreed on January 13, 2026 that such options cannot be exercised by Mr. Edelman without providing notice to the Issuer of at least 61 days to the extent that such exercise would result in Mr. Edelman or the other Reporting Persons beneficially owning more than 19.99% of the outstanding shares of Common Stock of the Issuer. Pursuant to the terms of the warrants and pre-funded warrants held by the Master Fund and PXV II, the Reporting Persons may not exercise such warrants or pre-funded warrants to the extent that such exercise would result in beneficial ownership in excess of 19.99% of the outstanding shares of Common Stock of the Issuer. As of the date hereof, the Beneficial Ownership Limitation permits the Master Fund or PXV II to exercise warrants and pre-funded warrants for an aggregate of 30,081 shares of Common Stock.
(c)	None of the Reporting Persons has effected any transaction in shares of Common Stock in the past sixty days.

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.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/25/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	08/25/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/25/2026

Perceptive Xontogeny Venture Fund II, LP

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Partner
Date:	08/25/2026