| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Common Stock | Conversion of derivative security | $1.04M | +324K | $3.20 | 324K | Nov 1, 2024 | See Footnote | F1, F2, F10 | |
| transaction | NONE | Common Stock | Conversion of derivative security | $688K | +215K | +66.42% | $3.20 | 539K | Nov 1, 2024 | See Footnote | F1, F3, F10 |
| transaction | NONE | Common Stock | Conversion of derivative security | $1.4M | +389K | +72.18% | $3.60 | 928K | Nov 1, 2024 | See Footnote | F1, F4, F10 |
| transaction | NONE | Common Stock | Conversion of derivative security | $831K | +231K | +24.86% | $3.60 | 1.16M | Nov 1, 2024 | See Footnote | F1, F5, F10 |
| transaction | NONE | Common Stock | Conversion of derivative security | $269K | +74.6K | +6.44% | $3.60 | 1.23M | Nov 1, 2024 | See Footnote | F1, F6, F10 |
| transaction | NONE | Common Stock | Award | $3.24M | +809K | +65.58% | $4.00 | 2.04M | Nov 1, 2024 | See Footnote | F1, F7, F10 |
| transaction | NONE | Common Stock | Award | $1.92M | +480K | +23.49% | $4.00 | 2.52M | Nov 1, 2024 | See Footnote | F1, F8, F10 |
| transaction | NONE | Common Stock | Award | $620K | +155K | +6.15% | $4.00 | 2.68M | Nov 1, 2024 | See Footnote | F1, F9, F10 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Simple Agreement for Future Equity | Conversion of derivative security | $0 | -324K | -100% | $0.00 | 0 | Nov 1, 2024 | Common Stock | 324K | See Footnote | F1, F2, F10 | |
| transaction | NONE | Simple Agreement for Future Equity | Conversion of derivative security | $0 | -215K | -100% | $0.00 | 0 | Nov 1, 2024 | Common Stock | 215K | See Footnote | F1, F3, F10 | |
| transaction | NONE | Simple Agreement for Future Equity | Conversion of derivative security | $0 | -389K | -100% | $0.00 | 0 | Nov 1, 2024 | Common Stock | 389K | See Footnote | F1, F4, F10 | |
| transaction | NONE | Simple Agreement for Future Equity | Conversion of derivative security | $0 | -231K | -100% | $0.00 | 0 | Nov 1, 2024 | Common Stock | 231K | See Footnote | F1, F5, F10 | |
| transaction | NONE | Simple Agreement for Future Equity | Conversion of derivative security | $0 | -74.6K | -100% | $0.00 | 0 | Nov 1, 2024 | Common Stock | 74.6K | See Footnote | F1, F6, F10 |
| Id | Content |
|---|---|
| F1 | On November 1, 2024, the Issuer closed the transactions contemplated by the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of November 1, 2024, by and among Venetian-1 Acquisition Corp., a Delaware corporation (the "Parent"), Lomond Acquisition Corp., a Delaware corporation (the "Acquisition Subsidiary"), and Lomond Therapeutics, Inc. ("Legacy Lomond") (the "Merger"), pursuant to which, upon consummation of the Merger, all of the outstanding shares Legacy Lomond common stock were converted into shares of the Issuer's Common Stock on a 1:1 basis pursuant to the terms of the Merger Agreement (the "Merger"). Immediately following the closing of the Merger, the Issuer completed a private placement financing (the "Offering"). |
| F2 | These shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII") issued upon the conversion of an outstanding simple agreement for future equity ("SAFE") in the amount of $1,036,534.25, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, OrbiMed Advisors and GP VII may be deemed to have voting and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII. |
| F3 | These shares are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII") issued upon the conversion of a SAFE in the amount of $688,465.75, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII. OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII. |
| F4 | These shares are held of record by OPI VII issued upon the conversion of an outstanding SAFE in the amount $1,400,681.04, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date. |
| F5 | These shares are held of record by OPI VIII issued upon the conversion of an outstanding SAFE in the amount of $830,712.12, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date. |
| F6 | These shares are held of record by OrbiMed Private Investments IX, LP ("OPI IX") issued upon the conversion of an outstanding SAFE in the amount of $268,606.84, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors is the managing member of GP IX. By virtue of such relationships, OrbiMed Advisors and GP IX may be deemed to have voting and investment power over the securities held by OPI IX and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI IX. |
| F7 | These shares are held of record by OPI VII issued upon the closing of the Offering. |
| F8 | These shares are held of record by OPI VIII issued upon the closing of the Offering. |
| F9 | These shares are held of record by OPI IX issued upon the closing of the Offering. |
| F10 | This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII, GP VIII, and GP IX. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Carl L. Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. |