| 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
Mobia Medical, Inc. [ MOBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2026 | ||||||||||||||||||||||||||
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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 | 05/11/2026 | C | 284,324 | A | (1) | 284,324 | I | See Footnote(2) | ||
| Common Stock | 05/11/2026 | C | 264,746 | A | (1) | 264,746 | I | See Footnote(3) | ||
| Common Stock | 05/11/2026 | C | 1,455,726 | A | (4) | 1,740,050 | I | See Footnote(2) | ||
| Common Stock | 05/11/2026 | C | 872,770 | A | (4) | 1,137,516 | I | See Footnote(3) | ||
| Common Stock | 05/11/2026 | P | 266,666 | A | $15 | 2,006,716 | I | See Footnote(2) | ||
| Common Stock | 05/11/2026 | P | 266,667 | A | $15 | 1,404,183 | I | See Footnote(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 | ||||||||
| Convertible Notes | (1) | 01/30/2026(5) | A | 3,411,892.25 | (1) | (1) | Common Stock | 284,324 | $3,411,892.25 | 3,411,892.25 | I | See Footnote(2) | |||
| Convertible Notes | (1) | 01/30/2026(5) | A | 3,176,955.03 | (1) | (1) | Common Stock | 264,746 | $3,176,955.03 | 3,176,955.03 | I | See Footnote(3) | |||
| Convertible Notes | (1) | 05/11/2026 | C | 3,411,892.25 | (1) | (1) | Common Stock | 284,324 | (1) | 0 | I | See Footnote(2) | |||
| Convertible Notes | (1) | 05/11/2026 | C | 3,176,955.03 | (1) | (1) | Common Stock | 264,746 | (1) | 0 | I | See Footnote(3) | |||
| Series E-2 Preferred Stock | (4) | 05/11/2026 | C | 3,930,352 | (4) | (4) | Common Stock | 1,128,438 | (4) | 0 | I | See Footnote(2) | |||
| Series F Preferred Stock | (4) | 05/11/2026 | C | 1,139,946 | (4) | (4) | Common Stock | 327,288 | (4) | 0 | I | See Footnote(2) | |||
| Series F Preferred Stock | (4) | 05/11/2026 | C | 3,039,860 | (4) | (4) | Common Stock | 872,770 | (4) | 0 | I | See Footnote(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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| Explanation of Responses: |
| 1. The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Offering"). The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 2. The securities are held by Osage University Partners III, LP ("OUP III"). Osage University GP III, LLC ("OUP III GP") is the general partner of OUP III. William Harrington ("Mr. Harrington"), a member of the Issuer's board of directors, Robert Adelson and Marc Singer are the managers of OUP III GP (the "OUP III GP Managers"). Each of the OUP III GP Managers may be deemed to share voting and dispositive power over the shares held by OUP III. Each of OUP III GP and the OUP III GP Managers disclaims beneficial ownership over the securities held by OUP III, except to the extent of their pecuniary interests therein, if any. |
| 3. The securities are held by Osage University Partners IV, LP ("OUP IV"). Osage University GP IV, LLC ("OUP IV GP") is the general partner of OUP IV. Mr. Harrington, a member of the Issuer's board of directors, Robert Adelson, Marc Singer and Matthew Cohen are the managers of OUP IV GP (the "OUP IV GP Managers"). Each of the OUP IV GP Managers may be deemed to share voting and dispositive power over the shares held by OUP IV. Each of OUP IV GP and the OUP IV GP Managers disclaims beneficial ownership over the securities held by OUP IV, except to the extent of their pecuniary interests therein, if any. |
| 4. Each share of the Series F Preferred Stock and Series E-2 Preferred Stock converted into Common Stock immediately prior to the completion of the Offering pursuant to its terms. |
| 5. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a). |
| Remarks: |
| William Harrington is a member of the Issuer's board of directors and files separate Section 16 reports. |
| /s/ William Harrington, Manager of Osage University GP III, LLC | 05/12/2026 | |
| /s/ William Harrington, Manager of Osage University GP III, LLC, the general partner of Osage University Partners III, LP | 05/12/2026 | |
| /s/ William Harrington, Manager of Osage University GP IV, LLC | 05/12/2026 | |
| /s/ William Harrington, Manager of Osage University GP IV, LLC, the general partner of Osage University Partners IV, LP | 05/12/2026 | |
| ** 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. | ||