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LeonaBio: Sermonix reports 25.1% ownership stake

Sermonix declared an in-kind distribution involving 4,725,754 LeonaBio shares; distribution to other equity owners was contemplated but had not occurred.

(Moderate)

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

LeonaBio, Inc. (LONA) reported that Sermonix Pharmaceuticals, Inc. exercised a prefunded warrant on October 26, 2026, for the purchase and issuance of 3,149,470 common shares. Sermonix and its CEO David Portman reported shared voting and dispositive power over 3,149,470 shares, or 25.1% of the class. The stated percentage uses 9,421,663 shares outstanding disclosed in LeonaBio’s Form 10-Q filed August 14, 2026, and gives effect to the warrant exercise.

On October 26, 2026, Sermonix completed an assignment to Perceptive Xontogeny Venture Fund 11, LP (PXV II) of a newly issued prefunded warrant for 2,352,932 shares. Sermonix also declared a distribution in kind with respect to 4,725,754 common shares, including 2,352,932 assigned to PXV II; distribution to other Sermonix equity owners was contemplated but had not occurred. Sermonix agreed to assign 170,940 shares to a creditor in satisfaction of amounts owed, with remittance on or shortly after October 26, 2026.

Filing Explained

Portman’s 350,000 options begin vesting in April 2027, creating potential future share issuance rather than an immediate increase in shares.

This amendment separately reports that Portman received options to purchase 350,000 shares in April 2026 for consulting services, with vesting scheduled to start in April 2027.

If exercised and shares are issued, the options would increase the share count and reduce existing holders’ percentage ownership; the filing reports an option grant, not an issuance of those shares.

The filing links the warrant to LeonaBio’s 2025 agreements with Sermonix: Sermonix granted an exclusive lasofoxifene license outside certain Asian territories in return for royalties, milestone payments, and the prefunded warrant, and the agreements closed on December 23, 2025.

Shares acquired through warrant exercise 3,149,470 shares Common shares purchased and issued effective October 26, 2026
Reported beneficial ownership 3,149,470 shares; 25.1% Shared voting and dispositive power reported by Sermonix and David Portman
Shares outstanding 9,421,663 shares Figure disclosed in LeonaBio’s Form 10-Q filed August 14, 2026, used in the stated ownership-percentage calculation
Warrant assigned to PXV II 2,352,932 shares Newly issued prefunded warrant assigned as a distribution in kind on October 26, 2026
Declared distribution in kind 4,725,754 shares Declared as payable October 26, 2026; the distribution to other Sermonix equity owners had not occurred
Agreed creditor assignment 170,940 shares Sermonix agreed to assign the shares in satisfaction of amounts owed, with remittance on or shortly after October 26, 2026
Prior exercise cap 4.99% Previously applied to Sermonix and its affiliates in the aggregate
prefunded warrant financial
"a new prefunded warrant for the remaining 2,352,932 common shares"
A prefunded warrant is a type of option to buy a share where the buyer has already paid nearly the full purchase price up front, leaving only a tiny additional sum to convert the warrant into a stock. Think of it like a nearly paid gift card that lets you claim a product by paying a token amount; for investors it speeds access to shares while helping manage ownership limits and can affect future dilution, voting power and liquidity when converted.
distribution-in-kind financial
"as a distribution-in-kind to PXV II"
A distribution-in-kind is when a company or fund pays shareholders with assets—such as stock, bonds, or physical property—instead of cash. For investors it matters because the received items may be harder to sell, have different tax consequences, and can change the risk and value of their holdings, similar to being handed a slice of pie instead of money for your share of the bakery.
exercise cap financial
"previously subject to an exercise cap"
Registration Rights Agreement financial
"a Registration Rights Agreement, wherein the Issuer agreed"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many LONA shares did Sermonix exercise its warrant for?

Sermonix exercised its prefunded warrant for 3,149,470 LeonaBio common shares effective October 26, 2026.

What ownership percentage did Sermonix and David Portman report in LONA?

Sermonix and its CEO David Portman each reported shared voting and dispositive power over 3,149,470 shares, or 25.1% of the class. The stated percentage uses 9,421,663 shares outstanding disclosed in LeonaBio’s Form 10-Q filed August 14, 2026, and gives effect to the warrant exercise.

What exercise cap previously applied to Sermonix’s LONA warrant?

Sermonix became eligible to exercise its prefunded warrants on August 24, 2026. The warrant had previously been subject to an exercise cap equal to 4.99% of outstanding common stock, applied to Sermonix and its affiliates in the aggregate.

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

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04746L203

(CUSIP Number)
David J. Portman
250 E Broad St, Ste 250
Columbus, OH, 43215
614-582-6849

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/26/2026

(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






SCHEDULE 13D






SCHEDULE 13D


Sermonix Pharmaceuticals, Inc.
Signature:David J. Portman
Name/Title:Chief Executive Officer
Date:10/28/2026
Portman David J.
Signature:David J. Portman
Name/Title:Individually
Date:10/28/2026

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