OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC filed a joint Form 3 initial statement of beneficial ownership with the SEC on October 29, 2026, disclosing indirect holdings of five classes of convertible preferred stock in Aspen Neuroscience, Inc. (NASDAQ:ASPE).

Key Highlights

  • Two reporting persons: OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC jointly filed this initial beneficial ownership statement, both identified as Director and 10% Owner.
  • Five derivative securities reported: Series Seed-2, Series A-1, Series A-2, Series B, and Series C Convertible Preferred Stock, all held indirectly through OrbiMed Private Investments VII, LP.
  • Underlying common share counts: Series Seed-2: 196,541 shares; Series A-1: 642,745 shares; Series A-2: 616,984 shares; Series B: 625,743 shares; Series C: 507,119 shares of common stock.
  • Automatic IPO conversion: According to the filing, each share of preferred stock "will automatically convert on a 1-for-9.8821 basis into shares of Common Stock" upon completion of the issuer's initial public offering, for no additional consideration.
  • Board designee named: The filing states that the reporting persons "have designated Peter Thompson, a member of OrbiMed Advisors, to serve on the Issuer's board of directors."
  • Beneficial ownership disclaimed: Each reporting person "disclaims beneficial ownership of the securities reported herein" except to the extent of its pecuniary interest, according to the filing.

OrbiMed Entities Report Indirect Preferred Stock Stakes Tied to Aspen Neuroscience IPO

According to the Form 3 filed on October 29, 2026, OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC disclosed initial beneficial ownership of five classes of convertible preferred stock in Aspen Neuroscience, Inc., traded on NASDAQ:ASPE. All securities are held indirectly through OrbiMed Private Investments VII, LP ("OPI VII"), with OrbiMed Capital GP VII LLC serving as the general partner of OPI VII and OrbiMed Advisors LLC serving as its managing member.

The filing reports derivative securities only - no direct or indirect non-derivative securities appear in Table I. The five preferred series disclosed in Table II, with share counts reflecting the anticipated conversion to common stock, are: Series Seed-2 (196,541 shares), Series A-1 (642,745 shares), Series A-2 (616,984 shares), Series B (625,743 shares), and Series C (507,119 shares). The filing notes that each preferred share is convertible at the holder's option at any time, and will convert automatically at a 1-for-9.8821 ratio into common stock upon completion of Aspen Neuroscience's initial public offering, with no additional consideration required. The securities carry no expiration date.

OrbiMed Advisors exercises investment and voting power over the OPI VII holdings through a management committee comprised of Carl L. Gordon, W. Carter Neild, and Geoffrey C. Hsu. The filing states that each of those individuals "disclaims beneficial ownership of the shares held by OPI VII, except to the extent of its or his pecuniary interest therein if any." The form was signed by Carl L. Gordon on behalf of both OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC on October 29, 2026.

What Was Disclosed

OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC filed a joint Form 3 disclosing initial indirect beneficial ownership of five series of convertible preferred stock in Aspen Neuroscience, Inc., held through OrbiMed Private Investments VII, LP, with automatic conversion into common stock anticipated at IPO.