SEC Form 3 · accession 0000947871-26-000882

ADARx Pharmaceuticals, Inc. · ADRX

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

Reporting owners

ORBIMED ADVISORS LLC

Director · 10% Owner

OrbiMed Israel GP II, L.P.

Director · 10% Owner

OrbiMed Advisors Israel II Ltd

Director · 10% Owner

OrbiMed Capital GP VII LLC

Director · 10% Owner

Period of report

Sep 24, 2026

Accepted (ET)

Sep 24, 2026 · 6:57 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001802369

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F2,F4,F1	—	holding	—	—	—	—	—	Common Stock	10,690,530	—	I
Series A Preferred Stock^F3,F4,F1	—	holding	—	—	—	—	—	Common Stock	7,127,019	—	I
Series B Preferred Stock^F2,F4,F1	—	holding	—	—	—	—	—	Common Stock	2,000,962	—	I
Series B Preferred Stock^F3,F4,F1	—	holding	—	—	—	—	—	Common Stock	1,333,975	—	I
Series B-1 Preferred Stock^F2,F4,F1	—	holding	—	—	—	—	—	Common Stock	769,601	—	I
Series B-1 Preferred Stock^F3,F4,F1	—	holding	—	—	—	—	—	Common Stock	513,067	—	I
Series C Preferred Stock^F2,F4,F1	—	holding	—	—	—	—	—	Common Stock	564,187	—	I
Series C Preferred Stock^F3,F4,F1	—	holding	—	—	—	—	—	Common Stock	256,448	—	I

Explanation of responses

F1Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") will automatically convert on a 1-for-1.1717 basis into shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.
F2These securities are held directly by OrbiMed Private Investments VII, LP ("OPI VII"). 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, GP VII and OrbiMed Advisors may be deemed to have voting power 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, W. Carter Neild, and Geoffrey C. Hsu, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F3These securities are held directly by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP") is the general partner of OIP II. OrbiMed Advisors Israel II Limited ("Advisors Israel") is the general partner of Israel GP. By virtue of such relationships, Israel GP and Advisors Israel may be deemed to have voting power and investment power over the securities held by OIP II and as a result, may be deemed to have beneficial ownership over such securities. Advisors Israel exercises this investment and voting power through a management committee comprised of Carl L. Gordon, David P. Bonita, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP II.
F4This report on Form 3 is jointly filed by OrbiMed Advisors, GP VII, Israel GP, and Advisors Israel. 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. The Reporting Persons have designated 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 of such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.