Convertible Preferred Stock And Convertible Preference Shares

3 Months Ended

Mar. 31, 2026

Convertible Preferred Stock And Convertible Preference Shares [Abstract]

Convertible Preferred Stock and Convertible Preference Shares

9. Convertible Preferred Stock and Convertible Preference Shares

Series Seed Convertible Preference Shares

In November 2020, the Company executed an investment agreement under which it issued and sold 23,343 shares of Series Seed convertible preference shares (“Series Seed Convertible Preference Shares”) for gross cash proceeds of

€

2.5 million ($3.0 million).

Series A Convertible Preference Shares

In July 2021, the Company executed an investment agreement (“Series A Investment Agreement”) to issue and sell up to 225,866 shares of Series A convertible preference shares (“Series A Convertible Preference Shares”) for gross proceeds of up to DKK 346.4 million ($50.9 million). In the initial closing in July 2021, the Company issued 61,600 shares of Series A Convertible Preference Shares. This included DKK 57.2 million ($9.0 million) in gross cash proceeds (37,297 shares) and DKK 37.3 million ($5.9 million) from the conversion of the principal and interest balance of debt (24,303 shares). Pursuant to the Series A Investment Agreement, the Company was obligated to issue and the investors were obligated to purchase an additional 164,266 shares of Series A Convertible Preference Shares for total cash proceeds of DKK 251.9 million ($36.0 million) in three separate closings upon the satisfaction of certain conditions related to clinical development. All of the conditions were achieved prior to February 2023. The Company incurred DKK 1.8 million ($0.3 million) of issuance costs.

Series B Convertible Preference Shares

In February 2023, the Company executed an investment agreement under which it issued and sold 442,205 shares of Series B convertible preference shares (“Series B Convertible Preference Shares”) for gross cash proceeds of $135.2 million. The Company incurred $0.3 million of issuance costs.

Series C Convertible Preference Shares

In October 2025, the Company executed an investment agreement under which it issued and sold 512,991 shares of Series C convertible preference shares (“Series C Convertible Preference Shares”) for gross cash proceeds of $156.9 million. The Company incurred $0.5 million of issuance costs.

In connection with the corporate reorganization, the shareholders of Hemab ApS exchanged their convertible preference shares of Hemab ApS for the same number, class and series of newly issued shares of convertible preferred stock, on a

one-for-one

basis, in Hemab Therapeutic Holdings, Inc.

As of March 31, 2026 and December 31, 2025, the convertible preferred stock and convertible preference shares consisted of the following (in thousands, except share data):


	March 31, 2026
	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series Seed		23,343		23,343	$	5,236	$	3,126		513,546
Series A		225,866		225,866		63,536		53,392		4,969,052
Series B		442,205		442,205		134,975		135,248		9,728,510
Series C		512,991		512,991		156,421		156,898		11,285,802

		1,204,405		1,204,405	$	360,068	$	348,664		26,496,910


	December 31, 2025
	Preference Shares Authorized		Preference Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Ordinary Shares Issuable Upon Conversion
Series Seed		23,343		23,343	$	5,236	$	2,939		513,546
Series A		225,866		225,866		63,536		54,528		4,969,052
Series B		442,205		442,205		134,975		135,248		9,728,510
Series C		512,991		512,991		156,421		156,898		11,285,802

		1,204,405		1,204,405	$	360,068	$	349,613		26,496,910

The convertible preferred stock had substantially identical rights to the convertible preference shares. The rights, preferences, and privileges of the convertible preferred stock were as follows as of March 31, 2026:

Liquidation Preference

The Deemed Liquidation Events (as defined in the Company’s amended and restated certificate of incorporation, as amended) included: (a) a merger, consolidation, statutory conversion, transfer of the Company, domestication, or continuance in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger, consolidation, statutory conversion, transfer of the Company, domestication, or continuance, (b) (i) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or (ii) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation, statutory conversion, transfer of the Company, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. In the event of any Deemed Liquidation Event, the proceeds, if any, would have been distributed to the stockholders in accordance with the following priority:

(i)

First, the holders of Series C Convertible Preferred Stock would have, for every share of Series C Convertible Preferred Stock, been entitled to be paid out an amount equal to the greater of (a) one times the applicable Original Issue Price

($305.85),

plus any dividends declared but unpaid thereon, or (b) such amount per share as would have been payable had all shares of Series C Convertible Preferred Stock been converted into Common Stock. If the available proceeds were insufficient to make payment in full on the Series C Convertible Preferred Stock, then the available proceeds would have been allocated pro rata amongst the holders in proportion to their holdings of Series C Convertible Preferred Stock.

(ii)

Second, the holders of Series B and/or Series A Convertible Preferred Stock would have, for every share of Series B and/or Series A Convertible Preferred Stock, been entitled to be paid out an amount equal to the greater of (a) one times the applicable Original Issue Price

($305.85 for Series B and $236.39

for Series A Convertible Preferred Stock), plus any dividends declared but unpaid thereon, or (b) such amount per share as would have been payable had all shares of Series B Convertible Preferred Stock and Series A Convertible Preferred Stock been converted into Common Stock. If the available proceeds were insufficient to make payment in full on the Series B and/or Series A Convertible Preferred Stock, then the available proceeds would have been allocated pro rata amongst the holders in proportion to their holdings of Series B and/or Series A Convertible Preferred Stock.

(iii)

Third, the holders of Series Seed Convertible Preferred Stock would have, for every share of Series Seed Convertible Preferred Stock, been entitled to be paid out an amount equal to the greater of (a) one times the applicable Original Issue Price

($133.92),

plus any dividends declared but unpaid thereon, or (b) such amount per share as would have been payable had all shares of Series Seed Convertible Preferred Stock been converted into Common Stock. If the available proceeds were insufficient to make payment in full on the Series Seed Convertible Preferred Stock, then the available proceeds would have been allocated pro rata amongst the holders in proportion to their holdings of Series Seed Convertible Preferred Stock (together with clauses (i) and (ii) above, the “Liquidation Amount”).

The remaining proceeds, if any, following distribution of the Liquidation Amount would have been distributed to the holder of common stock on a pro rata basis.

Conversion

Shares of convertible preferred stock were convertible into common stock at the option of the holder at any time by dividing the applicable Original Issue Price by the applicable Conversion Price (each as defined in the Company’s amended and restated certificate of incorporation, as amended) in effect at the time of conversion. In connection with the corporate reorganization, the Conversion Prices were set for each series of preferred stock based on the Original Issuance Price, so the convertible preferred stock would be convertible into common stock on a

one-for-one

basis. In addition, the convertible preferred stock was automatically convertible into common stock on a

one-for-one

basis (i) in the event

that

of all convertible preferred stock voting as one share class, including

of the Series C Convertible Preferred Stock (the “Investor Majority”), consented to such conversion, or (ii) in the event of a public offering which generated gross proceeds of not less than

100.0

million.

On May 4, 2026, the Company completed

the

IPO of 19,262,500 shares of its common stock

for

gross proceeds of approximately $346.7

million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In connection with the completion of the IPO, all of the Company’s convertible preferred stock converted into

26,496,910

shares of common stock, and no

shares of preferred stock were outstanding. See Note 14 titled “

Subsequent Events

” for additional information.

Voting

The holders of convertible preferred stock were entitled to the number of votes equal to the number of shares of common stock into which their shares of convertible preferred stock were then convertible, on all matters to be voted upon at all general meetings and written actions in lieu of meetings.

Redemption

Shares of convertible preferred stock were not subject to mandatory redemption. Upon certain events that were outside of the Company’s control, the shares of convertible preferred stock were contingently redeemable at a price equal to the greater of the Liquidation Amount or the amount that would be received on an

as-converted

to common stock basis.