Warrant shares are excluded from reported ownership until a specified trial or termination event occurs, with exercise also subject to a 9.99% ownership cap.
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Quince Therapeutics, Inc. (QNCX) is identified as the issuer in a beneficial-ownership report naming Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. Each reports beneficial ownership of 912,853 common shares, or 8.4%, with shared voting and dispositive power. The Master Fund directly holds those shares; Perceptive Advisors manages the fund, and Edelman is Perceptive Advisors’ managing member. The percentages are based on 10,841,470 common shares expected to be outstanding following conversion of Series C Preferred Stock, as reported October 9, 2026.
The Master Fund also holds warrants exercisable for 456,427 common shares or 8,777.43 Series C Preferred Stock shares. These warrant shares are excluded from reported ownership because the triggering event has not occurred and the warrants cannot yet be exercised. Exercise is subject to a 9.99% beneficial-ownership limit and a limited exercise window following the trigger.
Key Figures
Beneficially owned common shares:912,853 sharesPercent of class:8.4%Expected common shares outstanding:10,841,470 shares+4 more
7 metrics
Beneficially owned common shares912,853 sharesReported by each of the three reporting persons
Percent of class8.4%Reported for each reporting person
Expected common shares outstanding10,841,470 sharesExpected following conversion of Series C Preferred Stock; reported October 9, 2026
Common shares underlying warrants456,427 sharesExcluded from reported beneficial ownership
Series C Preferred Stock underlying warrants8,777.43 sharesAlternative warrant exercise form
Beneficial Ownership Limitation9.99%Limit on beneficial ownership following warrant exercise
Post-trigger warrant exercise period30 daysThrough and including the 30th day following the triggering event
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.
shared dispositive powerfinancial
"Shared power to dispose or to direct the disposition"
Triggering Eventfinancial
"such date, as applicable, the “Triggering Event”"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many QNCX shares do Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund report owning?
Each reports beneficial ownership of 912,853 common shares, or 8.4%. The Master Fund directly holds the shares; Perceptive Advisors and Joseph Edelman report shared voting and dispositive power over them.
What must happen before QNCX warrants can be exercised?
Exercise is permitted after public disclosure of topline results from the LAM-001 Phase 2 trial or the trial’s termination or suspension, whichever occurs first. The exercise period begins on or after the following trading day and ends on the 30th day after the triggering event. The issuer anticipated topline results in the first quarter of 2027.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IRulya Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
22053A305
(CUSIP Number)
10/06/2026
(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):
22053A305
1
Names of Reporting Persons
Perceptive Advisors 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
912,853.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
912,853.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
912,853.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
22053A305
1
Names of Reporting Persons
Joseph Edelman
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
912,853.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
912,853.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
912,853.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
22053A305
1
Names of Reporting Persons
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
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
912,853.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
912,853.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
912,853.00
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)
8.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
IRulya Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
101 College Street, Suite 210, New Haven, CT 06510
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to the Common Stock, par value $0.001 per share (the "Common Stock") of IRulya Therapeutics Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
22053A305
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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 10,841,470 shares of Common Stock that the Issuer expects to be outstanding following the conversion of its Series C Preferred Stock, as reported by the Issuer in Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2026.
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock. The Master Fund directly holds 912,853 shares of Common Stock and Warrants exercisable for 8,777.43 shares of Series C Preferred Stock or 456,427 shares of Common Stock, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Warrants provide that the Warrants may not be exercised for shares of Common Stock if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the "Beneficial Ownership Limitation"). The Warrants are exercisable at any time and from time to time beginning on or after the trading day following the earlier of the Issuer's public disclosure of (i) topline results from the Issuer's ongoing LAM-001 Phase 2 trial of Bronchiolitis Obliterans Syndrome (the "LAM-001 Trial") and (ii) the termination or suspension of the LAM-001 Trial (such date, as applicable, the "Triggering Event") and through (and including) the 30th day following the applicable Triggering Event but not thereafter. The Issuer currently anticipates announcing topline results from the LAM-001 Trial in the first quarter of 2027. As of the date hereof, the Triggering Event has not occurred and the Reporting Persons may not exercise any of their Warrants; accordingly, the shares of Common Stock issuable upon exercise of the Warrants are not included in the amounts reported herein. Perceptive Advisors serves as the investment manager of the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 8.4%
Mr. Edelman: 8.4%
Master Fund: 8.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 912,853
Mr. Edelman: 912,853
Master Fund: 912,853
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 912,853
Mr. Edelman: 912,853
Master Fund: 912,853
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.
