SEC Form 8-K filed by Oaktree Acquisition Corp. III Life Sciences

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 3, 2025

Oaktree Acquisition Corp. III Life Sciences

(Exact name of registrant as specified in its charter)

+1 (213) 830-6300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 3, 2025, Courtney Conigliaro notified the board of directors (the “Board”) of Oaktree Acquisition Corp. III Life Sciences (the “Company”) of her resignation as Chief Financial Officer of the Company. The resignation was effective on June 3, 2025. Ms. Conigliaro’s resignation was not the result of any disagreements with the Board or management of the Company and she is resigning to pursue other professional opportunities.

On June 3, 2025, the Board appointed Thomas Sweeney as new Chief Financial Officer (principal accounting and principal financial officer) of the Company, effective immediately.

Mr. Sweeney is a Managing Director within Oaktree Capital Management, L.P.’s (with its affiliates, as applicable, “Oaktree”) finance organization, overseeing various accounting, operations and reporting functions for Oaktree’s performing private credit strategy. Mr. Sweeney also serves as the Controller and Assistant Treasurer for Oaktree’s business development companies, Oaktree Specialty Lending Corporation (NASDAQ: OCSL), Oaktree Strategic Credit Fund and Oaktree Gardens OLP, LLC. Prior to joining Oaktree in 2017, Mr. Sweeney was a Vice President at Fifth Street Asset Management where he oversaw financial reporting for the firm’s publicly traded alternative asset manager and business development companies. Prior to Fifth Street, Mr. Sweeney was an Audit Senior Manager at Deloitte & Touche. Mr. Sweeney is a Certified Public Accountant in the state of New York and holds a B.S. in Accounting from the State University of New York at Binghamton.

Mr. Sweeney will not be compensated by the Company for his services as a Chief Financial Officer and he has not entered into an employment agreement with the Company. In connection with this appointment, Mr. Sweeney is expected to enter into an Indemnity Agreement and a Letter Agreement with the Company on the same terms as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s initial public offering in October 2024. Other than the foregoing, Mr. Sweeney is not party to any arrangement or understanding with any person pursuant to which he was appointed as an officer, nor is either party to any transactions involving the Company and required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Sweeney and any of the Company’s directors and executive officers.

In connection with the appointment of Mr. Sweeney, the Board also confirmed Alvin Shih as the chair of the audit committee of the Board.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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