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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ADARx Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
LAV Biosciences Fund V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,243,179.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
LAV Fund VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
307,738.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
LAV Fund VI Opportunities, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
307,738.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Yi Shi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,858,655.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ADARx Pharmaceuticals, Inc. | |
| (b) | Address of issuer's principal executive offices:
5871 Oberlin Drive, Suite 200, San Diego, CA, 92121. | |
| Item 2. | ||
| (a) | Name of person filing:
LAV Biosciences Fund V, L.P. ("LAV V")
LAV Fund VI, L.P. ("LAV VI")
LAV Fund VI Opportunities, L.P. ("LAV Opportunities")
Yi Shi ("Dr. Shi" and, together with LAV V, LAV VI, and LAV Opportunities, the "Reporting Persons")
Dr. Shi is the managing partner of LAV V, LAV VI and LAV Opportunities, and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by LAV V, LAV VI and LAV Opportunities. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
Room 607, St. George's Building, 2 Ice House Street, Central, Hong Kong | |
| (c) | Citizenship:
Each of LAV V, LAV VI, and LAV Opportunities is formed under the laws of the Cayman Islands. Dr. Shi is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of September 30, 2026, the Reporting Persons may be deemed to beneficially own an aggregate 11,858,655 shares of the Issuer's Common Stock.
As of September 30, 2026, LAV V was the direct beneficial owner of 11,243,179 of the shares of the Issuer's Common Stock described in the preceding paragraph. LAV GP V, L.P. is the general partner of LAV V. LAV Corporate V GP, Ltd. is the general partner of LAV GP V, L.P. Dr. Shi is the managing partner of LAV Corporate V GP, Ltd. By virtue of these relationships, Dr. Shi, LAV GP V, L.P., and LAV Corporate V GP, Ltd. may be deemed to exercise voting and investment discretion over the shares held directly by LAV V.
As of September 30, 2026, LAV VI was the direct beneficial owner of 307,738 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). LAV GP VI, L.P. is the general partner of LAV VI. LAV Corporate VI GP, Ltd. is the general partner of LAV GP VI, L.P. Dr. Shi is the managing partner of LAV Corporate VI GP, Ltd. By virtue of these relationships, Dr. Shi, LAV GP VI, L.P., and LAV Corporate VI GP, Ltd. may be deemed to exercise voting and investment discretion over the shares held directly by LAV VI.
As of September 30, 2026, LAV Opportunities was the direct beneficial owner of 307,738 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). LAV GP VI Opportunities, L.P. is the general partner of LAV Opportunities. LAV Corporate VI GP Opportunities, Ltd. is the general partner of LAV GP VI Opportunities, L.P. Dr. Shi is the managing partner of LAV Corporate VI GP Opportunities, Ltd. By virtue of these relationships, Dr. Shi, LAV GP VI Opportunities, L.P., and LAV Corporate VI GP Opportunities, Ltd. may be deemed to exercise voting and investment discretion over the shares held directly by LAV Opportunities.
Accordingly, as of September 30, 2026, Dr. Shi may be deemed the indirect beneficial owner of an aggregate 11,858,655 shares of the Issuer's Common Stock.
The filing of this Statement shall not be construed as an admission that any party named herein is the beneficial owner of any other party's securities for purposes of Sections 13(d), 13(g), or 16 of the Exchange Act or for any other purpose, and each of the aforementioned parties disclaims such beneficial ownership. | |
| (b) | Percent of class:
As of September 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 11.1% of the Issuer's outstanding Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 10.5%, directly to LAV V and indirectly to each of LAV GP V, L.P. and LAV Corporate V GP, Ltd.; (ii) 0.3%, directly to LAV VI and indirectly to each of LAV GP VI, L.P. and LAV Corporate VI GP, Ltd.; (iii) 0.3%, directly to LAV Opportunities and indirectly to each of LAV GP VI Opportunities, L.P. and LAV Corporate VI GP Opportunities, Ltd.; and (iv) 11.1% indirectly to Dr. Shi.
The aforementioned percentages were calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act and based on a total of 106,801,325 shares of the Issuer's Common Stock outstanding, as reported by the Issuer in its prospectus (the "IPO Prospectus") filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) on September 28, 2026 (File No. 333-298782) assuming no exercise of the underwriters' option referenced in the IPO Prospectus. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
LAV V 0
LAV VI 0
LAV Opportunities 0
Dr. Shi 0
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| (ii) Shared power to vote or to direct the vote:
LAV V 11,243,179
LAV VI 307,738
LAV Opportunities 307,738
Dr. Shi 11,858,655
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| (iii) Sole power to dispose or to direct the disposition of:
LAV V 0
LAV VI 0
LAV Opportunities 0
Dr. Shi 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
LAV V 11,243,179
LAV VI 307,738
LAV Opportunities 307,738
Dr. Shi 11,858,655 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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