| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/04/2026 |
3. Issuer Name and Ticker or Trading Symbol
Eikon Therapeutics, Inc. [ EIKN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 1,340,878 | (1) | I | See footnote(2) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 1,046,827 | (3) | I | See footnote(2) |
| Series A-1 Preferred Stock | (3) | (3) | Common Stock | 335,521 | (3) | I | See footnote(4) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 106,785 | (5) | I | See footnote(4) |
| Series B Preferred Stock | (5) | (5) | Common Stock | 71,190 | (5) | I | See footnote(6) |
| Series B-1 Preferred Stock | (7) | (7) | Common Stock | 709,234 | (7) | I | See footnote(4) |
| Series B-1 Preferred Stock | (7) | (7) | Common Stock | 472,822 | (7) | I | See footnote(6) |
| Series C Preferred Stock | (8) | (8) | Common Stock | 40,677 | (8) | I | See footnote(6) |
| Series C-1 Preferred Stock | (9) | (9) | Common Stock | 194,510 | (9) | I | See footnote(6) |
| Series D Preferred Stock | (10) | (10) | Common Stock | 1,376,566 | (10) | I | See footnote(6) |
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 A Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's initial public offering ("IPO"), all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 2. These shares are held by Lux Ventures V, L.P. ("LVV"). Lux Venture Partners V, LLC ("LVPV") is the general partner of LVV and exercises voting and dispositive power over the shares noted herein held by LVV. Peter Hebert and Josh Wolfe, a member of our board of directors (the "Individual Lux Managers"), are the individual managing members of LVPV. The Individual Lux Managers, as the sole managers of LVPV, may be deemed to beneficially own the shares held by LVV. Each of LVPV and the Individual Lux Managers disclaims beneficial ownership over these shares except to the extent of their pecuniary interest therein. |
| 3. The Series A-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series A-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 4. These shares are held by Lux Co-Invest Opportunities II, L.P. ("LCIO II"). Lux Co-Invest Partners II, LLC ("LCIP II") is the general partner of LCIO II and exercises voting and dispositive power over the shares noted herein held by LCIO II. The Individual Lux Managers are the individual managing members of LCIP II. The Individual Lux Managers, and as the sole managers of LCIP II, may be deemed to beneficially own the shares held by LCIO II. Each of LCIP II and the Individual Lux Managers disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein. |
| 5. The Series B Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 6. These shares are held by Lux Total Opportunities, L.P. ("LTO"). Lux Total Opportunities Partners, LLC ("LTOP") is the general partner of LTO and exercises voting and dispositive power over the shares noted herein held by LTO. The Individual Lux Managers are the individual managing members of LTOP. The Individual Lux Managers, as the sole managers of LTOP, may be deemed to beneficially own the shares held by LTO. Each of LTOP and the Individual Lux Managers disclaims beneficial ownership over these shares except to the extent of their pecuniary interest therein. |
| 7. The Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series B-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 8. The Series C Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 9. The Series C-1 Preferred Stock is convertible into Common Stock on a 1-for-7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series C-1 Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 10. The Series D Preferred Stock is convertible into Common Stock on a 1-for 7.4578 basis and has no expiration date. Upon the closing of the Issuer's IPO, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| /s/ Josh Wolfe | 02/04/2026 | |
| /s/ Peter Hebert | 02/04/2026 | |
| Lux Ventures V, L.P., By: Lux Venture Partners V, LLC, its General Partner, By: Peter Hebert, Managing Member /s/ Peter Hebert | 02/04/2026 | |
| Lux Venture Partners V, LLC,, By: Peter Hebert, Managing Member /s/ Peter Hebert | 02/04/2026 | |
| Lux Co-Invest Opportunities II, L.P., By: Lux Co-Invest Partners II, LLC, its General Partner, By: Peter Hebert, Managing Member /s/ Peter Hebert | 02/04/2026 | |
| Lux Co-Invest Partners II, LLC, By: Peter Hebert, Managing Member /s/ Peter Hebert | 02/04/2026 | |
| Lux Total Opportunities, L.P., By: Lux Total Opportunities Partners, LLC, its General Partner, By: Peter Hebert, Managing Member /s/ Peter Hebert | 02/04/2026 | |
| Lux Total Opportunities Partners, LLC, By: Peter Hebert, Managing Member /s/ Peter Hebert | 02/04/2026 | |
| ** 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. | ||
| 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. | ||