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 *
Spaventa Andrew

(Last) (First) (Middle)
10835 ROAD TO THE CURE, SUITE 100

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2026
3. Issuer Name and Ticker or Trading Symbol
Aspen Neuroscience, Inc. [ ASPE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
Common Stock 7,747
D
 
Common Stock 49,914
I
See Footnote 1. (1)
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
Series Seed Convertible Preferred Stock   (2)   (2) Common Stock 70,194 (2) I See Footnote 3. (3)
Series C Convertible Preferred Stock   (2)   (2) Common Stock 180,221 (2) I See Footnote 4. (4)
Stock Option (Right to Buy)   (5) 06/15/2032 Common Stock 29,345 7.71 D  
Stock Option (Right to Buy)   (6) 11/25/2035 Common Stock 19,226 5.74 D  
Explanation of Responses:
1. Shares of Common Stock held by The Andrew K. Spaventa Living Trust Dated April 9, 2014.
2. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, each share of Series Seed Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock will automatically convert on a 1-for-9.8821 basis into shares of Common Stock, for no additional consideration. Share numbers give effect to such conversion. The securities have no expiration date.
3. Securities held by Axon Holdings, LLC Series XIII - Aspen Seed, of which Mr. Spaventa is a managing partner.
4. Securities held by Axon Holdings, LLC Series XXI - Aspen C, of which Mr. Spaventa is a managing partner.
5. The option was granted on June 16, 2022. The option is fully vested and exercisable.
6. The option was granted on November 26, 2025. The shares subject to the option were previously eligible to vest in 48 equal monthly installments beginning on December 20, 2025. In September 2026, the vesting schedule was amended such that the unvested shares subject to the option as of September 25, 2026, shall vest in equal monthly installments through November 20, 2031, subject to the Reporting Person's continuous service through each vesting date.
Remarks:
Exhibit 24 - Power of Attorney
By: /s/ Jeffrey L. Boerneke, as Attorney-in-Fact 10/29/2026
** 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.
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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-24