Nikolay Savchuk - 01 Nov 2024 Form 4 Insider Report for Lomond Therapeutics Holdings, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Nov 2024, 18:00:55 UTC
Prior SEC filing
03 Apr 2024
Next SEC filing
27 Jan 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Nikolay Savchuk

Key filing fact

Nikolay Savchuk filed Form 4 for Lomond Therapeutics Holdings, Inc. on 05 Nov 2024.

Key facts

  • This page summarizes Nikolay Savchuk's Form 4 filing for Lomond Therapeutics Holdings, Inc..
  • 6 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 05 Nov 2024, 18:00.

Change

  • Previous filing in this sequence was filed on 03 Apr 2024.
  • Current net transaction value: +$9,999,997.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

No ticker transaction

Common Stock

Conversion of derivative security

Transaction value
$1,724,998
Shares
+539,062
Change %
Price
$3.20
Shares after
539,062
Date
01 Nov 2024
Ownership
By TPAV, LLC
Footnotes
F1, F2, F6
No ticker transaction

Common Stock

Conversion of derivative security

Transaction value
$2,499,998
Shares
+694,444
Change %
+129%
Price
$3.60
Shares after
1,233,506
Date
01 Nov 2024
Ownership
By TPAV, LLC
Footnotes
F1, F3, F6
No ticker transaction

Common Stock

Award

Transaction value
$5,775,000
Shares
+1,443,750
Change %
+117%
Price
$4.00
Shares after
2,677,256
Date
01 Nov 2024
Ownership
By TPAV, LLC
Footnotes
F1, F4, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

No ticker transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value
$0
Shares
+1,258,000
Change %
Price
$0.000000
Shares after
1,258,000
Date
01 Nov 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,258,000
Exercise price
$1.30
Footnotes
F5
No ticker transaction Derivative

Simple Agreement for Future Equity

Conversion of derivative security

Transaction value
$0
Shares
+539,062
Change %
Price
$0.000000
Shares after
0
Date
01 Nov 2024
Ownership
By TPAV, LLC
Underlying class
Common Stock
Underlying amount
539,062
Exercise price
Footnotes
F1, F2, F6
No ticker transaction Derivative

Simple Agreement for Future Equity

Conversion of derivative security

Transaction value
$0
Shares
+694,444
Change %
Price
$0.000000
Shares after
0
Date
01 Nov 2024
Ownership
By TPAV, LLC
Underlying class
Common Stock
Underlying amount
694,444
Exercise price
Footnotes
F1, F3, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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").

Footnote F2

These shares are held of record by TPAV, LLC issued upon the conversion of an outstanding simple agreement for future equity ("SAFE") in the amount of $1,725,000, 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.

Footnote F3

These shares are held of record by TPAV, LLC issued upon the conversion of a SAFE in the amount of $2,500,000, 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.

Footnote F4

Represents shares held directly by TPAV, LLC issued upon the closing of the Offering.

Footnote F5

The options are subject to a service-based vesting requirement, which shall be satisfied over a four-year period with 1/48th of the options vesting monthly after November 1, 2024, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.

Footnote F6

The reported shares are owned directly by TPAV, LLC, a limited liability company of which the reporting person is the sole manager on its Board of Managers. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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