Large owner Vida Ventures Ii, Llc converted options into 4,994,212 shares and bought $15,030,000 worth of shares (835,000 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Aktis Oncology, Inc. [ AKTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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(1) | 4,859,370 | A | (1) | 4,859,370 | I | See Footnote(2) | ||
| Common Stock | 01/12/2026 | P | 812,455 | A | $18 | 5,671,825 | I | See Footnote(2) | ||
| Common Stock | 01/12/2026 | C(1) | 134,842 | A | (1) | 134,842 | I | See Footnote(3) | ||
| Common Stock | 01/12/2026 | P | 22,545 | A | $18 | 157,387 | I | See Footnote(3) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | (4) | 01/12/2026 | C | 14,838,250 | (4) | (4) | Common Stock | 3,900,284 | $0 | 0 | I | See Footnote(2) | |||
| Series A Redeemable Convertible Preferred Stock | (4) | 01/12/2026 | C | 411,750 | (4) | (4) | Common Stock | 108,229 | $0 | 0 | I | See Footnote(3) | |||
| Series B Redeemable Convertible Preferred Stock | (5) | 01/12/2026 | C | 3,648,750 | (5) | (5) | Common Stock | 959,086 | $0 | 0 | I | See Footnote(2) | |||
| Series B Redeemable Convertible Preferred Stock | (5) | 01/12/2026 | C | 101,250 | (5) | (5) | Common Stock | 26,613 | $0 | 0 | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Represents shares of the Issuer's Common Stock received upon conversion of shares of the Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock on a 3.8044-for-1 basis 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 Helen Kim, 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 Helen Kim, 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. The Series A Redeemable Convertible Preferred Stock had no expiration date and automatically converted into the Issuer's Common Stock on a 3.8044-for-1 basis immediately prior to the closing of the Issuer's initial public offering of its Common Stock without payment of additional consideration. |
| 5. The Series B Redeemable Convertible Preferred Stock had no expiration date and automatically converted into the Issuer's Common Stock on a 3.8044-for-1 basis immediately prior to the closing of the Issuer's initial public offering of its Common Stock without payment of additional consideration. |
| VIDA VENTURES II, LLC, By: VV Manager II, LLC, its Manager, By: /s/ Jean-Philippe Kouakou-Zebouah, Authorized Signatory | 01/12/2026 | |
| VIDA VENTURES II-A, LLC, By: VV Manager II, LLC, its Manager, By: /s/ Jean-Philippe Kouakou-Zebouah, Authorized Signatory | 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. | ||