Large owner Decheng Capital Global Life Sciences Fund Iv, L.P. converted options into 2,667,299 shares and bought $20,000,000 worth of shares (1,250,000 units at $16.00) (SEC Form 4)
$AARD
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aardvark Therapeutics, Inc. [ AARD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/14/2025 | C | 2,333,887 | A | (1) | 2,333,887 | I | By Decheng Capital Global Life Sciences Fund IV, L.P.(2) | ||
| Common Stock | 02/14/2025 | C | 333,412 | A | (1) | 333,412 | I | By Decheng Capital Global Healthcare Fund (Master), LP(3) | ||
| Common Stock | 02/14/2025 | P | 625,000 | A | $16 | 2,958,887 | I | By Decheng Capital Global Life Sciences Fund IV, L.P.(2) | ||
| Common Stock | 02/14/2025 | P | 625,000 | A | $16 | 958,412 | I | By Decheng Capital Global Healthcare Fund (Master), LP(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | (1) | 02/14/2025 | C | 19,777,363 | (1) | (1) | Common Stock | 2,333,887 | $0 | 0 | I | By Decheng Capital Global Life Sciences Fund IV, L.P.(2) | |||
| Series C Convertible Preferred Stock | (1) | 02/14/2025 | C | 2,825,337 | (1) | (1) | Common Stock | 333,412 | $0 | 0 | I | By Decheng Capital Global Healthcare Fund (Master), LP(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Series C Convertible Preferred Stock of Aardvark Therapeutics, Inc. (the "Issuer") automatically converted on an 8.474-for-1 basis into shares of the Issuer's common stock ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock. The Series C Convertible Preferred Stock had no expiration date. |
| 2. These securities are held directly by Decheng Capital Global Life Sciences Fund IV, L.P. ("Fund IV"). Decheng Capital Management IV (Cayman), LLC ("GP IV") is the general partner of Fund IV. Xiangmin Cui is the manager of GP IV. Each of Fund IV, GP IV and Dr. Cui may be deemed to beneficially own the securities held by Fund IV. Each of GP IV and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein. |
| 3. These securities are held directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). Decheng Capital Global Healthcare GP, LLC ("Healthcare GP") is the general partner of Healthcare. Xiangmin Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Each of Healthcare GP and Dr. Cui may be deemed to beneficially own the securities held by Healthcare. Each of Healthcare GP and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein. |
| Decheng Capital Global Life Sciences Fund IV, L.P., By Decheng Capital Management IV (Cayman), LLC, its General Partner, By /s/ Xiangmin Cui, Manager | 02/19/2025 | |
| Decheng Capital Management IV (Cayman), LLC, By /s/ Xiangmin Cui, Manager | 02/19/2025 | |
| Decheng Capital Global Healthcare Fund (Master), LP, By Decheng Capital Global Healthcare GP, LLC, its General Partner, By Decheng Capital LLC, its Manager, By /s/ Xiangmin Cui, Manager | 02/19/2025 | |
| Decheng Capital Global Healthcare GP, LLC, By Decheng Capital LLC, its Manager, By /s/ Xiangmin Cui, Manager | 02/19/2025 | |
| /s/ Xiangmin Cui | 02/19/2025 | |
| ** 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 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. | ||