Venrock Healthcare Capital Partners III, L.P. and affiliated entities filed a Form 4 with the SEC on October 27, 2026, disclosing multiple acquisitions of common stock in Lycia Therapeutics, Inc. (NASDAQ:LYCA) between October 23 and October 27, 2026, including conversions of preferred stock upon the closing of Lycia's initial public offering on October 26, 2026.

Key Highlights

  • IPO conversion: 17,142,578 shares of Series C Preferred Stock converted into 3,802,108 shares of common stock on October 26, 2026, at no cost, upon the closing of Lycia Therapeutics' initial public offering.
  • Series D conversion: 4,408,091 shares of Series D Preferred Stock converted into 977,685 shares of common stock on the same date, also without payment of consideration.
  • IPO-day purchase: 1,944,444 shares of common stock were acquired on October 26, 2026, at a price of $18 per share.
  • Open-market purchases: Additional common stock purchases occurred on October 23, 26, and 27, 2026, at weighted average prices ranging from $25.68 to $26.97 per share.
  • Aggregate beneficial ownership: Following all reported transactions, the reporting persons beneficially owned 6,825,233 shares of common stock as of October 27, 2026.
  • Reporting group: Nine related entities and individuals are named as reporting persons, all addressed c/o Venrock at 7 Bryant Park, 23rd Floor, New York, New York 10018.
  • 10% owner status: Each reporting person is identified as a 10% owner of Lycia Therapeutics, Inc.

Venrock Healthcare's Transactions in Lycia Therapeutics at the Time of Its IPO

According to the filing, Lycia Therapeutics, Inc. completed its initial public offering on October 26, 2026. On that date, preferred shares held indirectly by the Venrock Healthcare entities automatically converted into common stock. The filing states that each share of Series C Preferred Stock and Series D Preferred Stock converted on a one-for-0.221793422 basis, with no payment of consideration required. Lycia Therapeutics is a therapeutics company whose ticker symbol LYCA is listed on the NASDAQ exchange, as shown on the filing's cover.

The filing also discloses open-market purchases of common stock across four trading days. On October 23, 2026, the reporting persons acquired 24,560 shares at a weighted average price of $25.68 and 28,379 shares at a weighted average price of $26.11, with actual transaction prices ranging from $25.00 to $26.25 per share across the two tranches. On October 26, 2026, the entities purchased 1,944,444 shares at $18 per share and an additional 8,261 shares at a weighted average price of $26.97. On October 27, 2026, they acquired 8,729 shares at a weighted average price of $25.84 and 31,067 shares at a weighted average price of $26.84.

All shares are held indirectly through a group of funds. VHCP Management III, LLC serves as general partner of Venrock Healthcare Capital Partners III, L.P. and manager of VHCP Co-Investment Holdings III, LLC, while VHCP Management EG, LLC serves as general partner of Venrock Healthcare Capital Partners EG, L.P. Bong Koh and Nimish Shah are identified as voting members of both management entities. The filing notes that each of those management entities and individuals expressly disclaims beneficial ownership except to the extent of their indirect pecuniary interest.

What Was Disclosed

The filing reports a series of common stock acquisitions by Venrock Healthcare-affiliated entities in Lycia Therapeutics, combining preferred stock conversions at the October 26, 2026 IPO with open-market purchases, resulting in aggregate beneficial ownership of 6,825,233 shares as of October 27, 2026.