| 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
Parabilis Medicines, Inc. [ PBLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2026 | ||||||||||||||||||||||||||
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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 | 06/11/2026 | P | 375,000 | A | $20 | 1,027,000 | I(4) | See footnote | ||
| Common Stock, par value $0.0001 per share | 06/11/2026 | P | 125,000 | A | $20 | 652,000 | I(2)(3) | See footnote | ||
| Common Stock, par value $0.0001 per share | 06/11/2026 | C | 527,070 | A | $9.48 | 527,070 | I(2)(3) | See footnote | ||
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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 | ||||||||
| Series F Preferred Stock | $9.48 | 06/11/2026 | C | 527,070 | (1) | (1) | Common Stock | 527,070 | $0 | 0 | I(2)(3) | See footnote | |||
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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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 Series F Preferred Stock automatically converted into shares of the common stock of the issuer immediately prior to the closing of the issuer's initial public offering without payment of consideration and had no expiration date. |
| 2. The reportable securities are owned directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE, and Soleus GP, LLC ("Soleus GP") is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and Soleus GP. |
| 3. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP disclaims beneficial ownership of the securities held by Soleus PE other than for the purpose of determining their obligations under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such securities for any other purpose, except to the extent of their respective pecuniary interests therein. |
| 4. The reportable securities are owned directly by Soleus Capital Master Fund, L.P. ("MF"). Soleus Capital LLC is the sole general partner of MF, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, SCM is the investment manager of MF, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of Mr. Levy, SCG, Soleus Capital LLC, SCM and Soleus GP disclaims beneficial ownership of the securities held by MF other than for the purpose of determining their obligations under Section 16 of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such securities for any other purpose, except to the extent of their respective pecuniary interests therein. |
| /s/ Guy Levy | 06/29/2026 | |
| Soleus Private Equity Fund III, L.P., /s/ Guy Levy, Managing Member of Soleus PE GP III, LLC, which is the Manager of Soleus Private Equity GP III, LLC, which is the General Partner of Soleus Private Equity Fund III, L.,P. | 06/29/2026 | |
| Soleus Private Equity GP III, LLC, /s/ Guy Levy, Managing Member of Soleus PE GP III, LLC, which is the Manager of Soleus Private Equity GP III, LLC | 06/29/2026 | |
| Soleus PE GP III, LLC, /s/ Guy Levy, Managing Member | 06/29/2026 | |
| Soleus Capital Management, L.P., /s/ Guy Levy, Managing Member of the General Partner of Soleus Capital Management, L.P. | 06/29/2026 | |
| Soleus GP, LLC, /s/ Guy Levy, Managing Member | 06/29/2026 | |
| Soleus Capital Master Fund, L.P., /s/ Guy Levy, Managing Member of the General Partner of Soleus Capital Master Fund, L.P. | 06/29/2026 | |
| Soleus Capital, LLC, /s/ Guy Levy, Managing Member of Soleus Capital, LLC | 06/29/2026 | |
| Soleus Capital Group, LLC, /s/ Guy Levy, Managing Member | 06/29/2026 | |
| ** 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. | ||