Form 4 for CARL CARLSMED, INC.
Accepted 2025-07-24 00:00:00 ET · period of report 2025-07-24 · accession 0001415889-25-020276 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-07-24 | 2025-07-24 | CARL | Presidio Management Group XII, L.L.C. | 10% | C - Cnv Deriv | — | +5.64M | 3.77M | New | — |
| DMI | 2025-07-24 | 2025-07-24 | CARL | Presidio Management Group XII, L.L.C. | 10% | C - Cnv Deriv | $0.00 | -5.64M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-07-24 | C | A | 2,948,794 | — | 2,948,794 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F2) Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 2 | Common | Common Stock | 2025-07-24 | C | A | 1,117,743 | — | 1,117,743 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F6) Stock held by USVP SFI, on its own behalf and as nominee for USVP SFI-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 3 | Common | Common Stock | 2025-07-24 | C | A | 26,993 | — | 218,524 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F5) Stock Held by USVP XII-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 4 | Common | Common Stock | 2025-07-24 | C | A | 41,876 | — | 191,531 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F5) Stock Held by USVP XII-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 5 | Common | Common Stock | 2025-07-24 | C | A | 149,655 | — | 149,655 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F5) Stock Held by USVP XII-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 6 | Common | Common Stock | 2025-07-24 | C | A | 531,877 | — | 4,305,806 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F2) Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 7 | Common | Common Stock | 2025-07-24 | C | A | 825,135 | — | 3,773,929 | I See footnote | — | — | (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F2) Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
| 8 | Derivative | Preferred Series C Stock | 2025-07-24 | C | D | 1,117,743 | $0.00 | 0 | I See footnotes | — · — to — | 1,117,743 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F6) Stock held by USVP SFI, on its own behalf and as nominee for USVP SFI-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |
| 9 | Derivative | Preferred Stock Series B | 2025-07-24 | C | D | 41,876 | $0.00 | 0 | I See footnotes | — · — to — | 41,876 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F5) Stock Held by USVP XII-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |
| 10 | Derivative | Preferred Series C Stock | 2025-07-24 | C | D | 26,993 | $0.00 | 0 | I See footnotes | — · — to — | 26,993 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F5) Stock Held by USVP XII-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |
| 11 | Derivative | Preferred Series C Stock | 2025-07-24 | C | D | 531,877 | $0.00 | 0 | I See footnotes | — · — to — | 531,877 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F2) Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |
| 12 | Derivative | Preferred Series B Stock | 2025-07-24 | C | D | 825,135 | $0.00 | 0 | I See footnotes | — · — to — | 825,135 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F2) Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |
| 13 | Derivative | Preferred Series A Stock | 2025-07-24 | C | D | 149,655 | $0.00 | 0 | I See footnotes | — · — to — | 149,655 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F5) Stock Held by USVP XII-A. (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |
| 14 | Derivative | Preferred Series A Stock | 2025-07-24 | C | D | 2,948,794 | $0.00 | 0 | I See footnotes | — · — to — | 2,948,794 Common Stock | (F3) Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. (F2) Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). (F4) Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. (F1) These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. |