Director Ecor1 Capital, Llc converted options into 2,602,247 shares and bought $39,999,996 worth of shares (2,222,222 units at $18.00) (SEC Form 4)
$AKTS
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
Aktis Oncology, Inc. [ AKTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2026 | ||||||||||||||||||||||||||
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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 | 01/12/2026 | C | 2,270,879 | A | (1) | 2,270,879 | I | See Note(2) | ||
| Common Stock | 01/12/2026 | C | 202,862 | A | (1) | 202,862 | I | See Note(3) | ||
| Common Stock | 01/12/2026 | C | 128,506 | A | (1) | 128,506 | I | See Note(4) | ||
| Common Stock | 01/12/2026 | P | 2,077,779 | A | $18 | 4,348,658 | I | See Note(2) | ||
| Common Stock | 01/12/2026 | P | 144,443 | A | $18 | 347,305 | I | See Note(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 A Redeemable Convertible Preferred Stock | (1) | 01/12/2026 | C | 9,913,810 | (1) | (1) | Common Stock | 2,605,878 | (1) | 0 | I | See note(2) | |||
| Series A Redeemable Convertible Preferred Stock | (1) | 01/12/2026 | C | 997,299 | (1) | (1) | Common Stock | 262,142 | (1) | 0 | I | See note(3) | |||
| Series A Redeemable Convertible Preferred Stock | (1) | 01/12/2026 | C | 488,891 | (1) | (1) | Common Stock | 128,506 | (1) | 0 | I | See note(4) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 01/12/2026 | C | 2,397,500 | (1) | (1) | Common Stock | 630,191 | (1) | 0 | I | See note(2) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 01/12/2026 | C | 102,500 | (1) | (1) | Common Stock | 26,942 | (1) | 0 | I | See note(3) | |||
| Class A Common Stock | (5) | 01/12/2026 | C | 965,190 | (5) | (5) | Common Stock | 965,190 | (1) | 965,190 | I | See note(2) | |||
| Class A Common Stock | (5) | 01/12/2026 | C | 86,222 | (5) | (5) | Common Stock | 86,222 | (1) | 86,222 | I | See Note(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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| Explanation of Responses: |
| 1. The shares of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock converted into shares of Common Stock and Class A Common Stock on a 3.8044-for-1 basis immediately prior to the closing of the initial public offering of the Issuer's Common Stock for no additional consideration. Each share was immediately exercisable and had no expiration date. |
| 2. These securities are held by EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). EcoR1 Capital, LLC ("EcoR1") may be deemed to indirectly beneficially own them as the investment adviser to and general partner of the fund. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1. |
| 3. These securities are held by EcoR1 Capital Fund, L.P. ("Capital Fund"). EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to and general partner of the fund. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1. |
| 4. These securities are held by EcoR1 Venture Opportunity Fund, L.P. ("Venture Fund"). EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to and general partner of the fund. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1. |
| 5. Each share of Class A Common Stock is convertible into one share of Common Stock at the election of the holder for no additional consideration, subject to a 4.99% beneficial ownership limitation. Each share is immediately exercisable and has no expiration date. |
| Remarks: |
| EcoR1 is the general partner and investment adviser of private funds, including Qualified Fund, Capital Fund and Venture Fund. Mr. Nodelman is a director of the Issuer and is the manager and controlling owner of EcoR1. The reporting persons are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interests therein. |
| /s/ Oleg Nodelman, Individually, and as Manager of EcoR1 Capital, LLC | 01/12/2026 | |
| ** 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 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. | ||