SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Foley Todd

(Last)

(First)

(Middle)

C/O MPM BIOIMPACT LLC

399 BOYLSTON STREET, SUITE 1100

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2026

3. Issuer Name and Ticker or Trading Symbol
Aktis Oncology, Inc. [ AKTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	597,391	$0⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,688,270	$0⁽¹⁾	I	See Footnote⁽²⁾⁽⁴⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	716,872	$0⁽¹⁾	I	See Footnote⁽²⁾⁽⁵⁾
Stock Option (Right to Buy)	⁽⁶⁾	01/07/2036	Common Stock	37,866	$18	D

Explanation of Responses:

1. Each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 3.8044-for-1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock have no expiration date.

2. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. The shares are held as follows: 556,810 by MPM BioVentures 2018, L.P. ("BV 2018"), 29,593 by MPM BioVentures 2018 (B), L.P. ("BV 2018(B)") and 10,988 by MPM Asset Management Investors BV2018 LLC ("AM BV2018"). MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("BV2018 LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018. The Reporting Person is a managing director of BV 2018 LLC.

4. The shares are held as follows: 2,505,648 by BV 2018, 133,170 by BV 2018(B) and 49,452 by AM BV2018.

5. The shares are held as follows: 668,173 by BV 2018, 35,512 by BV 2018(B) and 13,187 by AM BV2018.

6. 1/36th of the original number of shares subject to the option shall vest in monthly installments from January 8, 2026, subject to the Reporting Person's continuous service through each vesting date, inclusive.

	/s/ Todd Foley	01/08/2026
	** 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 5 (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.
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