| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ionetix Corp / DE / [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share | 04/09/2026 | J | 18,206,346 | A | (1) | 18,206,346 | D(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $2.79 | 04/09/2026 | J | 1,316,175 | 04/09/2026 | 12/14/2028 | Common Stock | 1,316,175 | (4) | 1,316,175 | D(2)(3) | ||||
| Warrant | $2.79 | 04/09/2026 | J | 537,752 | 04/09/2026 | 04/27/2030 | Common Stock | 537,752 | (5) | 537,752 | D(2)(3) | ||||
| Warrant | $0.02 | 04/09/2026 | J | 3,230,558 | 04/09/2026 | 04/09/2036 | Common Stock | 3,230,558 | (6) | 3,230,558 | D(2)(3) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Received in exchange for 36,311,022 shares of the common stock of Ionetix Corporation, a privately held Delaware corporation ("Target"), in connection with the merger (such transaction, the "Merger") of JDEV Merger Subsidiary Corp. ("Merger Sub"), a wholly-owned subsidiary of JDEV Acquisition Corp. (such entity, which changed its name to Ionetix Corporation in connection with the Merger, the "Issuer"), with and into Target, pursuant to that certain Agreement and Plan of Merger and Reorganization dated as of April 9, 2026 by and among the Issuer, Target and Merger Sub. |
| 2. Ospraie Management, LLC ("OM LLC") is the investment manager of Ospraie Real Assets Fund LP ("ORA Fund") and has been delegated voting and investment power and thus beneficial ownership of the securities of the Issuer held by ORA Fund (such securities, the "Issuer Securities"). Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the Issuer Securities as the managing member of OM LLC. |
| 3. Ospraie Management, Inc. ("OM Inc.") may be deemed to beneficially own the Issuer Securities as the general partner of Ospraie Holding. Ospraie Real Assets GP LLC ("Ospraie GP") may be deemed to beneficially own the Issuer Securities as the general partner of ORA Fund. Dwight Anderson may be deemed to beneficially own the Issuer Securities as the managing member of Ospraie GP and as the sole owner of OM Inc. Each reporting person disclaims beneficial ownership of the Issuer Securities except to the extent of his or its pecuniary interest therein, if any. |
| 4. Received in the Merger in exchange for a warrant to purchase 2,625,000 shares of Target common stock at an exercise price of $1.40 per share. |
| 5. Received in the Merger in exchange for a warrant to purchase 1,072,500 shares of Target common stock at an exercise price of $1.40 per share. |
| 6. Received in the Merger in exchange for a warrant to purchase 6,443,076 shares of Target common stock at an exercise price of $0.01 per share. This warrant contains a provision that restricts the ability of the holder to exercise the warrant to the extent that, after giving effect to the issuance of shares of the common stock of the Issuer upon such exercise, the holder would beneficially own in excess of 19.9% of the number of outstanding shares of the Issuer's common stock. |
| Ospraie Real Assets Fund LP By: Ospraie Real Assets GP LLC, its General Partner By: /s/ Dwight Anderson Managing Member | 04/16/2026 | |
| Ospraie Real Assets GP LLC By: Dwight Anderson Managing Member | 04/16/2026 | |
| Ospraie Management, LLC By: Ospraie Holding I, L.P., its Managing Member By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner | 04/16/2026 | |
| Ospraie Holding I, L.P. By: Ospraie Management, Inc., its General Partner By: /s/ Dwight Anderson Sole Owner | 04/16/2026 | |
| Ospraie Management, Inc. By: /s/ Dwight Anderson Sole Owner | 04/16/2026 | |
| /s/ Dwight Anderson | 04/16/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||