| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/08/2026 |
3. Issuer Name and Ticker or Trading Symbol
Aktis Oncology, Inc. [ AKTS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 Seed Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 597,391 | $0(1) | I | See Footnote(2)(3) |
| Series A Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 2,688,270 | $0(1) | I | See Footnote(2)(4) |
| Series B Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 716,872 | $0(1) | I | See Footnote(2)(5) |
| Stock Option (Right to Buy) | (6) | 01/07/2036 | Common Stock | 37,866 | $18 | D | |
| Explanation of Responses: |
| 1. Each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 3.8044-for-1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock have no expiration date. |
| 2. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 3. The shares are held as follows: 556,810 by MPM BioVentures 2018, L.P. ("BV 2018"), 29,593 by MPM BioVentures 2018 (B), L.P. ("BV 2018(B)") and 10,988 by MPM Asset Management Investors BV2018 LLC ("AM BV2018"). MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("BV2018 LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018. The Reporting Person is a managing director of BV 2018 LLC. |
| 4. The shares are held as follows: 2,505,648 by BV 2018, 133,170 by BV 2018(B) and 49,452 by AM BV2018. |
| 5. The shares are held as follows: 668,173 by BV 2018, 35,512 by BV 2018(B) and 13,187 by AM BV2018. |
| 6. 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 through each vesting date, inclusive. |
| /s/ Todd Foley | 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. | ||