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 *
Fandrick Keith R.

(Last) (First) (Middle)
C/O IRULYA THERAPEUTICS INC.
101 COLLEGE STREET, SUITE 210

(Street)
NEW HAVEN CT 06510

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2026
3. Issuer Name and Ticker or Trading Symbol
IRulya Therapeutics Inc. [ IRLA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (Right to Buy)   (1) 03/15/2036 Common Stock 30,442 (2) 1.81 D  
Employee Stock Option (Right to Buy)   (3) 03/15/2036 Common Stock 5,626 (4) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 07/24/2027 Common Stock 173 (5) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 10/19/2030 Common Stock 208 (6) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 10/19/2030 Common Stock 69 (7) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 10/19/2030 Common Stock 104 (8) 1.8 D  
Employee Stock Option (Right to Buy)   (1) 03/01/2031 Common Stock 34 (9) 1.84 D  
Employee Stock Option (Right to Buy)   (1) 03/01/2031 Common Stock 138 (10) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 01/26/2032 Common Stock 346 (11) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 01/26/2033 Common Stock 1,213 (12) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 03/14/2034 Common Stock 5,278 (13) 1.81 D  
Employee Stock Option (Right to Buy)   (1) 08/12/2034 Common Stock 3,026 (14) 1.81 D  
Employee Stock Option (Right to Buy)   (15) 02/10/2035 Common Stock 2,774 (16) 1.8 D  
Employee Stock Option (Right to Buy)   (1) 05/11/2036 Common Stock 92,168 (17) 16.81 D  
Employee Stock Option (Right to Buy)   (18) 05/11/2036 Common Stock 92,168 (17) 16.81 D  
Explanation of Responses:
1. Immediately exercisable.
2. Received in exchange for a stock option to acquire 608,856 shares of Orphai Therapeutics, LLC ("Orphai") common stock with an exercise price of $0.09 per share pursuant to an Agreement and Plan of Merger, dated May 17, 2026 (the "Merger Agreement"), by and among the Issuer, Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Phoenix Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Second Merger Sub"), Orphai Holdings Therapeutics, Inc., a Delaware corporation ("HoldCo") and Orphai.
3. Beginning March 16, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the Orphai's 2026 Stock Incentive Plan (the "2026 Plan")) wih the Issuer as of each such vesting date.
4. Received in exchange for stock options to acquire an aggregate of 112,537 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
5. Received in exchange for stock options to acquire an aggregate of 3,467 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
6. Received in exchange for stock options to acquire an aggregate of 4,161 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
7. Received in exchange for stock options to acquire an aggregate of 1,387 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
8. Received in exchange for stock options to acquire an aggregate of 2,080 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
9. Received in exchange for stock options to acquire an aggregate of 693 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
10. Received in exchange for stock options to acquire an aggregate of 2,774 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
11. Received in exchange for stock options to acquire an aggregate of 6,935 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
12. Received in exchange for stock options to acquire an aggregate of 24,272 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
13. Received in exchange for stock options to acquire an aggregate of 105,577 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
14. Received in exchange for stock options to acquire an aggregate of 60,522 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
15. 25% of the shares subject to the option vested on February 11, 2026 and the remaining shares vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the 2026 Plan) with the Issuer as of each such vesting date.
16. Received in exchange for stock options to acquire an aggregate of 55,480 shares of Orphai common stock with an exercise price of $0.09 per share pursuant to the Merger Agreement.
17. Received in exchange for stock options to acquire an aggregate of 1,843,370 shares of Orphai common stock with an exercise price of $0.84 per share pursuant to the Merger Agreement.
18. Beginning May 21, 2026, the shares subject to the option vest in a series of thirty-six (36) successive equal monthly installments, subject to the Reporting Person's Continued Service (as defined in the 2026 Plan) wih the Issuer as of each such vesting date.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ John Militello, Attorney-in-Fact 10/19/2026
** 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 4 (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.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-10192026_081055.htm