SEC Filing - ADARx Pharmaceuticals

View:

SEC FORM 4SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LAV Biosciences Fund V, L.P.

(Last)

(First)

(Middle)

ROOM 607, ST. GEORGE'S BUILDING

2 ICE HOUSE STREET

(Street)

CENTRAL

(City)

(State)

(Zip)

HONG KONG

(Country)

2. Issuer Name and Ticker or Trading Symbol
ADARx Pharmaceuticals, Inc. [ ADRX ]
Foreign Trading Symbol

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2026		C		8,908,775	A	⁽¹⁾	8,908,775	D⁽²⁾
Common Stock	09/28/2026		C		1,667,469	A	⁽¹⁾	10,576,244	D⁽²⁾
Common Stock	09/28/2026		C		513,067	A	⁽¹⁾	11,089,311	D⁽²⁾
Common Stock	09/28/2026		C		153,868	A	⁽¹⁾	11,243,179	D⁽²⁾
Common Stock	09/28/2026		C		307,738	A	⁽¹⁾	307,738	I	By LAV Fund VI, L.P.⁽³⁾
Common Stock	09/28/2026		C		307,738	A	⁽¹⁾	307,738	I	By LAV Fund VI Opportunities, L.P.⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	09/28/2026		C			10,438,412	⁽¹⁾	⁽¹⁾	Common Stock	8,908,775	$0	0	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	09/28/2026		C			1,953,774	⁽¹⁾	⁽¹⁾	Common Stock	1,667,469	$0	0	D⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	09/28/2026		C			601,161	⁽¹⁾	⁽¹⁾	Common Stock	513,067	$0	0	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	09/28/2026		C			180,288	⁽¹⁾	⁽¹⁾	Common Stock	153,868	$0	0	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	09/28/2026		C			360,577	⁽¹⁾	⁽¹⁾	Common Stock	307,738	$0	0	I	By LAV Fund VI, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/28/2026		C			360,577	⁽¹⁾	⁽¹⁾	Common Stock	307,738	$0	0	I	By LAV Fund VI Opportunities, L.P.⁽⁴⁾

1. Name and Address of Reporting Person^*

LAV Biosciences Fund V, L.P.

(Last)

(First)

(Middle)

ROOM 607, ST. GEORGE'S BUILDING

2 ICE HOUSE STREET

(Street)

CENTRAL

(City)

(State)

(Zip)

HONG KONG

(Country)

1. Name and Address of Reporting Person^*

LAV Fund VI Opportunities, L.P.

(Last)

(First)

(Middle)

ROOM 607, ST. GEORGE'S BUILDING

2 ICE HOUSE STREET

(Street)

CENTRAL

(City)

(State)

(Zip)

HONG KONG

(Country)

1. Name and Address of Reporting Person^*

LAV Fund VI, L.P.

(Last)

(First)

(Middle)

ROOM 607, ST. GEORGE'S BUILDING

2 ICE HOUSE STREET

(Street)

CENTRAL

(City)

(State)

(Zip)

HONG KONG

(Country)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 1-for-1.1717 reverse stock split basis into shares of Common Stock upon the closing of the Issuer's initial public offering on September 28, 2026, without payment of further consideration. The Preferred Stock has no expiration date.

2. LAV GP V, L.P. is the general partner of LAV Biosciences Fund V, L.P. ("LAV Biosciences"). LAV Corporate V GP, Ltd. is the general partner of LAV GP V, L.P. Dr. Yi Shi is the managing partner of LAV Corporate V GP, Ltd. By virtue of these relationships, LAV GP V, L.P., LAV Corporate V GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Biosciences.

3. Shares are held by LAV Fund VI, L.P. ("LAV Fund VI"). LAV GP VI, L.P. ("LAV GP VI") is the general partner of LAV Fund VI and LAV Corporate VI GP, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP, Ltd. By virtue of these relationships, LAV GP VI, L.P., LAV Corporate VI GP, Ltd. and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI, L.P.

4. Shares are held by LAV Fund VI Opportunities, L.P. ("LAV Fund VI Opportunities"). LAV GP VI Opportunities, L.P. ("LAV GP VI Opportunities") is the general partner of LAV Fund VI Opportunities, L.P. and LAV Corporate VI GP Opportunities, Ltd. ("LAV Corporate VI GP") is the general partner of LAV GP VI Opportunities, L.P. Dr. Yi Shi is the managing partner of LAV Corporate VI GP Opportunities, Ltd. By virtue of these relationships, LAV GP VI Opportunities, L.P., LAV Corporate VI GP Opportunities, Ltd., and Dr. Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI Opportunities, L.P.

	/s/ Yu Luo, as Authorized Signatory of LAV Fund VI, L.P.	09/29/2026
	/s/ Yu Luo, as Authorized Signatory of LAV Biosciences Fund V, L.P.	09/29/2026
	/s/ Yu Luo, as Authorized Signatory of LAV Fund VI Opportunities, L.P.	09/29/2026
	** 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.