Lycia Therapeutics: funds hold 3.8M Series C shares

Both preferred classes convert automatically when the initial public offering closes, without payment of consideration, and may also be converted at the holder’s option.

Rhea-AI Filing Summary

Lycia Therapeutics, Inc. (LYCA) reports indirect fund holdings of 3,802,108 Series C Preferred Stock shares and 977,685 Series D Preferred Stock shares as of October 22, 2026. The ten percent owners named are Venrock Healthcare Capital Partners III, L.P.; VHCP Co-Investment Holdings III, LLC; VHCP Management III, LLC; Venrock Healthcare Capital Partners EG, L.P.; VHCP Management EG, LLC; Venrock Healthcare Capital Partners XP, L.P.; VHCP Management XP, LLC; Bong Y. Koh; and Nimish P. Shah. The management entities and Koh and Shah may be deemed beneficial owners, but disclaim beneficial ownership except to the extent of their indirect pecuniary interests. The preferred shares are convertible at the holder’s option and convert automatically upon closing of the initial public offering without consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management EG, LLC, Venrock Healthcare Capital Partners XP, L.P., VHCP Management XP, LLC, Koh Bong Y, Shah Nimish P

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Series C Preferred Stock F1, F2, F3, F4	--	--	--
holding	Series D Preferred Stock F1, F5, F4, F6	--	--	--

Holdings After Transaction: Series C Preferred Stock — 3,802,108 contracts (Indirect, By Funds); Series D Preferred Stock — 977,685 contracts (Indirect, By Funds)

Footnotes (6)

1. F1. Each share of Series C Preferred Stock and Series D Preferred Stock is convertible into Common Stock on a one-for-0.221793422 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock have no expiration date.
2. F2. Consists of (i) 828,479 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 82,885 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 2,890,744 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
3. F3. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own the shares held by VHCP3 and VHCP Co-3. Bong Koh and Nimish Shah are the voting members of VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM3 and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
4. F4. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCP EG and may be deemed to beneficially own the shares held by VHCP EG. Bong Koh and Nimish Shah are the voting members of VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
5. F5. Consists of (i) 325,895 shares held by VHCP EG and (ii) 651,790 shares held by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP").
6. F6. VHCP Management XP, LLC ("VHCPMXP") is the general partner of VHCP XP and may be deemed to beneficially own the shares held by VHCP XP. Bong Koh and Nimish Shah are the voting members of VHCPMXP and may be deemed to beneficially own these shares. Each of VHCPMXP and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

Key Figures

Series C Preferred Stock holdings: 3,802,108 shares Series D Preferred Stock holdings: 977,685 shares Conversion basis: one-for-0.221793422

3 metrics

Series C Preferred Stock holdings 3,802,108 shares Indirect fund holdings as of October 22, 2026

Series D Preferred Stock holdings 977,685 shares Indirect fund holdings as of October 22, 2026

Conversion basis one-for-0.221793422 Applies to each share of Series C Preferred Stock and Series D Preferred Stock

Key Terms

one-for-0.221793422 basis, beneficial ownership, indirect pecuniary interest

3 terms

one-for-0.221793422 basis financial

"convertible into Common Stock on a one-for-0.221793422 basis"

beneficial ownership regulatory

"expressly disclaims beneficial ownership over these shares"

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.

indirect pecuniary interest financial

"except to the extent of its or his indirect pecuniary interest therein"

FAQ

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

How many LYCA preferred shares are reported?

The reported indirect fund holdings are 3,802,108 Series C Preferred Stock shares and 977,685 Series D Preferred Stock shares.

When do LYCA’s preferred shares convert into common stock?

Each Series C and Series D share is convertible into common stock at the holder’s option and converts automatically upon closing of the issuer’s initial public offering without payment of consideration. The stated conversion basis is one-for-0.221793422, and the preferred shares have no expiration date.

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

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Available on EDGAR 10/24/2026 - 08:14 PM EDT Accepted by SEC EDGAR 10/22/2026 - 09:25 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2026

3. Issuer Name and Ticker or Trading Symbol
Lycia Therapeutics, Inc. [ LYCA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	3,802,108(2)	(1)	I	By Funds(3)(4)
Series D Preferred Stock	(1)	(1)	Common Stock	977,685(5)	(1)	I	By Funds(4)(6)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings III, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VHCP Management III, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners EG, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VHCP Management EG, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners XP, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VHCP Management XP, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series C Preferred Stock and Series D Preferred Stock is convertible into Common Stock on a one-for-0.221793422 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock have no expiration date.

2. Consists of (i) 828,479 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 82,885 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 2,890,744 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").

3. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own the shares held by VHCP3 and VHCP Co-3. Bong Koh and Nimish Shah are the voting members of VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM3 and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

4. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCP EG and may be deemed to beneficially own the shares held by VHCP EG. Bong Koh and Nimish Shah are the voting members of VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

5. Consists of (i) 325,895 shares held by VHCP EG and (ii) 651,790 shares held by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP").

6. VHCP Management XP, LLC ("VHCPMXP") is the general partner of VHCP XP and may be deemed to beneficially own the shares held by VHCP XP. Bong Koh and Nimish Shah are the voting members of VHCPMXP and may be deemed to beneficially own these shares. Each of VHCPMXP and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

	Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	Venrock Healthcare Capital Partners XP, L.P., By: VHCP Management XP, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	VHCP Management XP, LLC, By: /s/ Sherman G. Souther, Authorized Signatory	10/22/2026
	Bong Koh, By: /s/ Sherman G. Souther, Attorney-in-fact	10/22/2026
	Nimish Shah, By: /s/ Sherman G. Souther, Attorney-in-fact	10/22/2026
	** Signature of Reporting Person	Date
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 5 (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 3: SEC 1473 (03-26)