SEC Filing - ADARx Pharmaceuticals

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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

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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^*

George Simeon

(Last)

(First)

(Middle)

929 MAIN STREET

SUITE 200

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

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		3,334,938	A	⁽¹⁾	3,334,938	I	See Note 2⁽²⁾
Common Stock	09/28/2026		C		1,113,666	A	⁽¹⁾	4,448,604	I	See Note 2⁽²⁾
Common Stock	09/28/2026		C		512,897	A	⁽¹⁾	4,961,501	I	See Note 2⁽²⁾
Common Stock	09/28/2026		P		592,593	A	$17	5,554,094	I	See Note 2⁽²⁾
Common Stock	09/28/2026		C		1,538,691	A	⁽¹⁾	1,538,691	I	See Note 3⁽³⁾
Common Stock	09/28/2026		P		414,814	A	$17	1,953,505	I	See Note 3⁽³⁾
Common Stock	09/28/2026		C		1,667,468	A	⁽¹⁾	1,667,468	I	See Note 4⁽⁴⁾
Common Stock	09/28/2026		C		169,001	A	⁽¹⁾	1,836,469	I	See Note 4⁽⁴⁾
Common Stock	09/28/2026		P		592,593	A	$17	592,593	I	See Note 5⁽⁵⁾

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 B Preferred Stock	⁽¹⁾	09/28/2026		C			3,907,547	⁽¹⁾	⁽¹⁾	Common Stock	3,334,938	$0	0	I	See Note 2⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	09/28/2026		C			1,304,883	⁽¹⁾	⁽¹⁾	Common Stock	1,113,666	$0	0	I	See Note 2⁽²⁾
Series C Preferred Stock	⁽¹⁾	09/28/2026		C			600,962	⁽¹⁾	⁽¹⁾	Common Stock	512,897	$0	0	I	See Note 2⁽²⁾
Series C Preferred Stock	⁽¹⁾	09/28/2026		C			1,802,885	⁽¹⁾	⁽¹⁾	Common Stock	1,538,691	$0	0	I	See Note 3⁽³⁾
Series B Preferred Stock	⁽¹⁾	09/28/2026		C			1,953,773	⁽¹⁾	⁽¹⁾	Common Stock	1,667,468	$0	0	I	See Note 4⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁾	09/28/2026		C			198,019	⁽¹⁾	⁽¹⁾	Common Stock	169,001	$0	0	I	See Note 4⁽⁴⁾

Explanation of Responses:

1. Each share of 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. The Reporting Person is the managing member of SR One Capital Management, LLC ("SR One Capital Management"), which is the sole general partner of SR One Capital Partners I, LP ("SR One Partners I"). SR One Partners I is the sole general partner of SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise of such portion of the securities held by SR One Fund I Aggregator in which the Reporting Person has no pecuniary interest.

3. The Reporting Person is the managing member of SR One Capital Management, which is the sole general partner of SR One Capital Opportunities Partners I, LP ("SR One Opportunities Partners I"). SR One Opportunities Partners I is the sole general partner of SR One Capital Opportunities Fund I, LP ("SR One Opportunities Fund I"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 or otherwise of such portion of the securities held by SR One Opportunities Fund I in which the Reporting Person has no pecuniary interest.

4. The Reporting Person is the managing member of SR One Capital Management, which is the managing member of SR One Co-Invest III Manager LLC ("SR One Co-Invest Manager"). SR One Co-Invest Manager is the managing member of SR One Co-Invest III, LLC ("SR One Co-Invest"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 or otherwise of such portion of the securities held by SR One Co-Invest in which the Reporting Person has no pecuniary interest.

5. The Reporting Person is the managing member of SR One Capital Management, which is the sole general partner of SR One Capital SMA Partners, LP ("SMA Partners"). SMA Partners is the sole general partner of AMZL, LP ("AMZL"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 or otherwise of such portion of the securities held by AMZL in which the Reporting Person has no pecuniary interest.

	/s/ Sasha Keough, attorney-in-fact for Simeon George	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).
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