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Lycia Therapeutics, Inc. common stock is reported as beneficially owned by a group of nine reporting persons: Venrock Healthcare Capital Partners III, L.P.; VHCP Co-Investment Holdings III, LLC; Venrock Healthcare Capital Partners EG, L.P.; VHCP Management III, LLC; VHCP Management EG, LLC; Venrock Healthcare Capital Partners XP, L.P.; VHCP Management XP, LLC; Bong Y. Koh; and Nimish P. Shah. Each reporting person lists 6,850,237 shares and 11.9% beneficial ownership, with shared voting and dispositive power. The percentage is based on 57,680,559 common shares outstanding as of October 26, 2026. Bong Y. Koh and Nimish P. Shah are voting members of VHCP Management III, VHCP Management EG and VHCP Management XP. Sherman G. Souther signed as an authorized signatory and attorney-in-fact.
Key Figures
Beneficial ownership:6,850,237 sharesOwnership percentage:11.9%Common shares outstanding:57,680,559 shares+4 more
7 metrics
Beneficial ownership6,850,237 sharesReported by each reporting person
Ownership percentage11.9%Based on 57,680,559 common shares outstanding as of October 26, 2026
Common shares outstanding57,680,559 sharesAs of October 26, 2026
Venrock Healthcare Capital Partners III, L.P. holdings1,769,496 sharesReported common stock holdings
VHCP Co-Investment Holdings III, LLC holdings177,092 sharesReported common stock holdings
Venrock Healthcare Capital Partners EG, L.P. holdings4,251,859 sharesReported common stock holdings
Venrock Healthcare Capital Partners XP, L.P. holdings651,790 sharesReported common stock holdings
Key Terms
beneficially owned, Shared Voting Power, Shared Dispositive Power, members of a group
4 terms
beneficially ownedregulatory
"shares of common stock of the Issuer beneficially owned by such Reporting Person"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared Voting Powerregulatory
"Shared Voting Power 6,850,237.00"
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 Powerregulatory
"Shared Dispositive Power 6,850,237.00"
members of a groupregulatory
"The Reporting Persons are members of a group"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many LYCA shares do the reporting persons beneficially own?
Each of the nine reporting persons reports beneficial ownership of 6,850,237 shares, equal to 11.9% of the common stock.
Which funds hold the reported LYCA shares?
Venrock Healthcare Capital Partners III, L.P. held 1,769,496 shares; VHCP Co-Investment Holdings III, LLC held 177,092 shares; Venrock Healthcare Capital Partners EG, L.P. held 4,251,859 shares; and Venrock Healthcare Capital Partners XP, L.P. held 651,790 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Lycia Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
55081P100
(CUSIP Number)
10/23/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
Venrock Healthcare Capital Partners XP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
VHCP Management XP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
55081P100
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,850,237.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,850,237.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,850,237.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Lycia Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
400 East Jamie Court, Suite 200, South San Francisco, CA, 94080.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP")
VHCP Management XP, LLC ("VHCP Management XP")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
55081P100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,769,496 shares of common stock held by VHCP III; (ii) 177,092 shares of common stock held by VHCP Co-Investment III; (iii) 4,251,859 shares of common stock held by held by VHCP EG; and (iv) 651,790 shares of common stock held by VHCP XP.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. VHCP Management XP is the general partner of VHCP XP. Messrs. Shah and Koh are the voting members of VHCP Management III, VHCP Management EG and VHCP Management XP.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentage of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 57,680,559 shares of common stock outstanding as of October 26, 2026, as reported in the Issuer's prospectus dated October 22, 2026 filed with the Securities and Exchange Commission (the "SEC") on October 23, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
Venrock Healthcare Capital Partners XP, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management XP, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
VHCP Management XP, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
10/30/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
10/30/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
10/30/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Y. Koh
Exhibit 24.2 Power of Attorney for Nimish P. Shah
Exhibit 99.1 Joint Filing Agreement
