SEC Form 4 · accession 0002137706-26-000003
Faeth Therapeutics, Inc. · FTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen M. Hahn
Director
Period of report
Jun 12, 2026
Accepted (ET)
Jun 16, 2026 · 4:21 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001829802
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 15, 2026 | C | 44,763 | — | A | 44,763 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $13.00 | Jun 12, 2026 | A | 25,000 | A | — | Jun 11, 2036 | Common Stock | 25,000 | 25,000 | D |
| Series B Preferred StockF1,F2,F3 | — | Jun 15, 2026 | C | 45 | D | — | — | Common Stock | 44,763 | 0 | D |
Explanation of responses
- F1Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into 1,000 shares of the Issuer's Common Stock and has no expiration date.
- F2Pursuant to February 17, 2026 Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Faeth Holdings Therapeutics, Inc. ("HoldCo") and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"), First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, the "Merger").
- F3Footnote continued: Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Issuer's Series B Preferred Stock.
- F4The shares subject to the option vest and become exercisable in 36 equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, or June 12, 2029, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.