| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/08/2026 |
3. Issuer Name and Ticker or Trading Symbol
Aktis Oncology, Inc. [ AKTS ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 A Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 3,900,284 | (1) | I | See Footnote(2) |
| Series A Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 108,229 | (1) | I | See Footnote(3) |
| Series B Redeemable Convertible Preferred Stock | (4) | (4) | Common Stock | 959,086 | (4) | I | See Footnote(2) |
| Series B Redeemable Convertible Preferred Stock | (4) | (4) | Common Stock | 26,613 | (4) | I | See Footnote(3) |
| Stock Option (Right to Buy) | (5) | 01/07/2036 | Common Stock | 37,866 | $18 | D | |
| Explanation of Responses: |
| 1. Each share of Series A Redeemable Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 3.8044-for-1 basis and has no expiration date. All shares of Series A Redeemable Convertible Preferred Stock will automatically convert on a 3.8044-for-1 basis into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock without payment of additional consideration. |
| 2. These shares are held by Vida Ventures II, LLC ("VV II"). VV Manager II, LLC ("VVM II") is the manager of VV II and may be deemed to have voting, investment and dispositive power with respect to the shares held by VV II. Arie Belldegrun, Fred Cohen, and Leonard Potter, the members of the management committee of VVM II, along with the other members of the investment committee of VVM II, Rajul Jain, Joshua Kazam, and the Reporting Person, a member of the Issuer's board of directors, may be deemed to share voting, investment and dispositive power over the shares held by VV II and each such person disclaims beneficial ownership of the securities except to the extent of such person's pecuniary interest therein. |
| 3. These shares are held by Vida Ventures II-A, LLC ("VV II-A"). VVM II is the manager of VV II-A and may be deemed to have voting, investment and dispositive power with respect to the shares held by VV II-A. Arie Belldegrun, Fred Cohen, and Leonard Potter, the members of the management committee of VVM II, along with the other members of the investment committee of VVM II, Rajul Jain, Joshua Kazam, and the Reporting Person, a member of the Issuer's board of directors, may be deemed to share voting, investment and dispositive power over the shares held by VV II-A and each such person disclaims beneficial ownership of the securities except to the extent of such person's pecuniary interest therein. |
| 4. Each share of Series B Redeemable Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 3.8044-for-1 basis and has no expiration date. All shares of Series B Redeemable Convertible Preferred Stock will automatically convert on a 3.8044-for-1 basis into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock without payment of additional consideration. |
| 5. 1/36th of the original number of shares subject to the option shall vest in monthly installments from January 8, 2026, subject to the Reporting Person's continuous service to the Issuer on and through each vesting date, inclusive. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Helen Susan Kim | 01/08/2026 | |
| ** 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. | ||