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5AM converts 7.3M Latigo preferred into common

Latigo Biotherapeutics, Inc. (LTGO) reports that funds affiliated with 5AM converted preferred shares into common stock in connection with Latigo’s initial public offering.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Latigo Biotherapeutics, Inc. (LTGO) reports that funds affiliated with 5AM converted preferred shares into common stock in connection with Latigo’s initial public offering. On August 10, 2026, 5AM Ventures VI, L.P. and 5AM Opportunities II, L.P. converted their Series A, Series A-2 and Series B Preferred Stock into an aggregate of common shares on a one-for-one basis for no additional consideration, leaving the preferred positions at zero. Following these automatic conversions immediately prior to the IPO closing, 5AM Ventures VI, L.P. holds 4,975,543 common shares indirectly and 5AM Opportunities II, L.P. holds 2,350,419 common shares indirectly. Control and beneficial ownership are described through 5AM’s general partner entities, with Dr. Kush Parmar and Andrew J. Schwab disclaiming beneficial ownership except to the extent of their pecuniary interests.

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Negative

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Insider 5AM Ventures VI, L.P., 5AM Partners VI, LLC, 5AM Opportunities II, L.P., 5AM Opportunities II (GP), LLC, PARMAR KUSH, Schwab Andrew J.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Conversion Series A Preferred Stock F1, F2 3,152,305 $0.00 $0.00
Conversion Series A-2 Preferred Stock F1, F2 1,823,238 $0.00 $0.00
Conversion Series A-2 Preferred Stock F1, F3 866,018 $0.00 $0.00
Conversion Series B Preferred Stock F1, F3 1,484,401 $0.00 $0.00
Conversion Common Stock F1, F2 4,975,543 -- --
Conversion Common Stock F1, F3 2,350,419 -- --
Holdings After Transaction: Series A Preferred Stock — 0 contracts (Indirect, By 5AM Ventures VI, L.P.); Series A-2 Preferred Stock — 0 contracts (Indirect, By 5AM Ventures VI, L.P.); Series A-2 Preferred Stock — 0 contracts (Indirect, By 5AM Opportunities II, L.P.); Series B Preferred Stock — 0 contracts (Indirect, By 5AM Opportunities II, L.P.); Common Stock — 4,975,543 shares (Indirect, By 5AM Ventures VI, L.P.); Common Stock — 2,350,419 shares (Indirect, By 5AM Opportunities II, L.P.)
Footnotes (3)
  1. F1. Each share of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis. The Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock had no expiration date.
  2. F2. The securities are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
  3. F3. The securities are directly held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the general partner of Opportunities II and may be deemed to have sole investment and voting power over the securities held by Opportunities II. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the securities beneficially owned by Opportunities II. Each of Opportunities II GP, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
Series A Preferred converted 3,152,305 shares Automatically converted into Common Stock on a one-for-one basis before IPO closing
Series A-2 Preferred converted (Ventures VI) 1,823,238 shares Automatically converted into Common Stock on a one-for-one basis before IPO closing
Series A-2 Preferred converted (Opportunities II) 866,018 shares Automatically converted into Common Stock on a one-for-one basis before IPO closing
Series B Preferred converted (Opportunities II) 1,484,401 shares Automatically converted into Common Stock on a one-for-one basis before IPO closing
Common Stock held by 5AM Ventures VI, L.P. 4,975,543 shares Indirect ownership following preferred-to-common conversion on August 10, 2026
Common Stock held by 5AM Opportunities II, L.P. 2,350,419 shares Indirect ownership following preferred-to-common conversion on August 10, 2026
Total derivative shares converted 7,325,962 shares Aggregate derivative exercises (Series A, A-2, B Preferred) reported in transaction summary
initial public offering financial
"converted into Common Stock immediately prior to the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
beneficial ownership financial
"disclaims beneficial ownership of such securities except to the extent of its or his"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest"
voting and investment power financial
"may be deemed to have shared voting and investment power over the securities beneficially owned"

FAQ

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

What insider transactions did LTGO report involving 5AM funds on August 10, 2026?

Latigo Biotherapeutics (LTGO) reported that 5AM funds converted 7,325,962 preferred shares into common stock on August 10, 2026. These were automatic, one-for-one conversions tied to Latigo’s initial public offering, with no additional consideration paid.

How many LTGO common shares does 5AM Ventures VI, L.P. hold after the conversion?

After the transactions, 5AM Ventures VI, L.P. holds 4,975,543 LTGO common shares indirectly. These shares came from converting Series A and Series A-2 Preferred Stock on a one-for-one basis immediately before the company’s initial public offering closing.

How many LTGO common shares does 5AM Opportunities II, L.P. hold after the conversion?

5AM Opportunities II, L.P. holds 2,350,419 LTGO common shares indirectly following the conversion. This position reflects automatic conversion of its Series A-2 and Series B Preferred Stock into common stock for no additional consideration in connection with Latigo’s IPO.

Were any LTGO shares sold in the Form 4 transactions filed by 5AM entities?

No LTGO shares were reported sold; the Form 4 shows conversions of preferred stock into common stock. The preferred series were disposed of through conversion, and corresponding common shares were acquired, with no sales or purchase prices disclosed.

What happened to LTGO’s preferred stock held by 5AM at the IPO?

Each share of LTGO’s Series A, Series A-2 and Series B Preferred Stock held by 5AM funds automatically converted one-for-one into common stock immediately before the IPO closing. These preferred shares had no expiration date and converted for no additional consideration.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
5AM Ventures VI, L.P.

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Latigo Biotherapeutics, Inc. [ LTGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/10/2026C4,975,543A(1)4,975,543IBy 5AM Ventures VI, L.P.(2)
Common Stock08/10/2026C2,350,419A(1)2,350,419IBy 5AM Opportunities II, L.P.(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock(1)08/10/2026C3,152,305 (1) (1)Common Stock3,152,305$00IBy 5AM Ventures VI, L.P.(2)
Series A-2 Preferred Stock(1)08/10/2026C1,823,238 (1) (1)Common Stock1,823,238$00IBy 5AM Ventures VI, L.P.(2)
Series A-2 Preferred Stock(1)08/10/2026C866,018 (1) (1)Common Stock866,018$00IBy 5AM Opportunities II, L.P.(3)
Series B Preferred Stock(1)08/10/2026C1,484,401 (1) (1)Common Stock1,484,401$00IBy 5AM Opportunities II, L.P.(3)
1. Name and Address of Reporting Person*
5AM Ventures VI, L.P.

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
5AM Partners VI, LLC

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
5AM Opportunities II, L.P.

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
5AM Opportunities II (GP), LLC

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
PARMAR KUSH

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Schwab Andrew J.

(Last)(First)(Middle)
C/O 5AM VENTURE MANAGEMENT, LLC
4 EMBARCADERO CENTER, SUITE 3110

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis. The Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock had no expiration date.
2. The securities are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
3. The securities are directly held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the general partner of Opportunities II and may be deemed to have sole investment and voting power over the securities held by Opportunities II. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the securities beneficially owned by Opportunities II. Each of Opportunities II GP, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
5AM Ventures VI, L.P., By 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member08/12/2026
5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member08/12/2026
5AM Opportunities II, L.P., By 5AM Opportunities II (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member08/12/2026
5AM Opportunities II (GP), LLC, By /s/ Kush Parmar, Managing Member08/12/2026
/s/ Kush Parmar08/12/2026
/s/ Andrew J. Schwab08/12/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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