SEC Form 4 · accession 0000905148-26-003483

Apnimed, Inc. · APMD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Morningside Venture Investments Ltd

10% Owner

Period of report

Aug 3, 2026

Accepted (ET)

Aug 5, 2026 · 4:18 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001745648

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2	Aug 3, 2026	C	6,840,213	—	A	6,840,213	D
Class A Common Stock^F3,F2	Aug 3, 2026	J	6,840,213	—	D	0	D
Common Stock^F3,F2	Aug 3, 2026	J	6,840,213	—	A	6,840,213	D
Common Stock^F2	Aug 3, 2026	P	312,500	$16.00	A	7,152,713	D
Class A Common Stock^F4,F2,F6	Aug 3, 2026	C	75,624	$14.40	A	75,624	I	By MVIL, LLC
Class A Common Stock^F3,F2,F6	Aug 3, 2026	J	75,624	—	D	0	I	By MVIL, LLC
Common Stock^F3,F2,F6	Aug 3, 2026	J	75,624	—	A	75,624	I	By MVIL, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Preferred Stock^F2,F1	—	Aug 3, 2026	C	9,227,454	D	—	—	Class A Common Stock	6,840,213	0	D
Convertible Promissory Note^F4,F2,F6,F5	$14.40	Aug 3, 2026	C	1,088,986	D	—	—	Class A Common Stock	75,624	0	I

Explanation of responses

F1Each share of convertible preferred stock ("Convertible Preferred Stock") was convertible into one share of Class A common stock ("Class A Common Stock") at any time at the option of the holder into such number of fully paid and non-assessable shares of Class A Common Stock as was determined by dividing the original issuance price of each series of Convertible Preferred Stock by each series' conversion price in effect at the time of conversion. The Convertible Preferred Stock reported herein automatically converted immediately prior to the closing of the Issuer's initial public offering (the "IPO") into 6,840,213 shares of Class A Common Stock without payment of additional consideration. The Convertible Preferred Stock had no expiration date.
F2Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of Morningside Venture Investments Limited ("Morningside") and share voting and dispositive power with respect to the securities held by Morningside and MVIL, LLC, Morningside's wholly-owned subsidiary. Ms. Richard, Ms. Franklin, Mr. Edwards, and Mr. Cheung each disclaim ownership of the securities owned by Morningside and MVIL, LLC.
F3Following the conversion of all outstanding shares of the Issuer's Convertible Preferred Stock, Class B common stock, Class C common stock, and Convertible Promissory Notes (the "Notes") into shares of Class A Common Stock immediately prior to the closing of the IPO, each share of Class A Common Stock was then reclassified into one share of common stock ("Common Stock") in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-7 thereunder (the "Reclassification").
F4The Notes were originally issued on September 17, 2025, with the Reporting Person acquiring a Note with a principal amount of $1,000,000. The Notes earned interest at a rate of 8% annually until March 31, 2026, and thereafter earned interest at a rate of 15% annually until repaid or converted. The Notes included a conversion feature providing for automatic conversion into Class A Common Stock at or immediately prior to the closing of the IPO at a 10% discount to the IPO price per share. As a result of the IPO pricing on July 30, 2026, at a price of $16 per share, this Note automatically converted into shares of Class A Common Stock immediately prior to the closing of the IPO on August 3, 2026, at a conversion price of $14.40.
F5The Notes were scheduled to mature on September 17, 2027, but converted automatically upon the closing of the IPO on August 3, 2026, prior to the maturity date.
F6Represents securities held by MVIL, LLC.