SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Venrock Healthcare Capital Partners III, L.P.

(Last)

(First)

(Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lycia Therapeutics, Inc. [ LYCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2026		P		10,570 ⁽¹⁾	A	$ 25.23 ⁽²⁾	6,835,803 ⁽³⁾	I	By Funds ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/28/2026		P		4,430 ⁽⁷⁾	A	$ 25.97 ⁽⁸⁾	6,840,233 ⁽⁹⁾	I	By Funds ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/29/2026		P		1,000 ⁽¹⁰⁾	A	$ 26.33 ⁽¹¹⁾	6,841,233 ⁽¹²⁾	I	By Funds ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/30/2026		P		8,804 ⁽¹³⁾	A	$ 26.27 ⁽¹⁴⁾	6,850,037 ⁽¹⁵⁾	I	By Funds ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	10/30/2026		P		200 ⁽¹⁶⁾	A	$ 26.86 ⁽¹⁷⁾	6,850,237 ⁽¹⁸⁾	I	By Funds ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of (i) 4,804 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 481 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 5,285 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").

2. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $24.77 to $25.50 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

3. Consists of (i) 1,762,936 shares held by VHCP3; (ii) 176,435 shares held by VHCP Co-3; (iii) 4,244,642 shares held by VHCP EG; and (iv) 651,790 shares held by Venrock Healthcare Capital Partners XP, L.P. ("VHCP XP").

4. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own the shares held by VHCP3 and VHCP Co-3. Bong Koh and Nimish Shah are the voting members of VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM3 and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

5. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCP EG and may be deemed to beneficially own the shares held by VHCP EG. Bong Koh and Nimish Shah are the voting members of VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

6. VHCP Management XP, LLC ("VHCPMXP") is the general partner of VHCP XP and may be deemed to beneficially own the shares held by VHCP XP. Bong Koh and Nimish Shah are the voting members of VHCPMXP and may be deemed to beneficially own these shares. Each of VHCPMXP and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.

7. Consists of (i) 2,013 shares held by VHCP3; (ii) 202 shares held by VHCP Co-3; and (iii) 2,215 shares held by VHCP EG.

8. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.88 to $26.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

9. Consists of (i) 1,764,949 shares held by VHCP3; (ii) 176,637 shares held by VHCP Co-3; (iii) 4,246,857 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.

10. Consists of (i) 455 shares held by VHCP3; (ii) 45 shares held by VHCP Co-3; and (iii) 500 shares held by VHCP EG.

11. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.26 to $26.40 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

12. Consists of (i) 1,765,404 shares held by VHCP3; (ii) 176,682 shares held by VHCP Co-3; (iii) 4,247,357 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.

13. Consists of (i) 4,001 shares held by VHCP3; (ii) 401 shares held by VHCP Co-3; and (iii) 4,402 shares held by VHCP EG.

14. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $25.70 to $26.64 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

15. Consists of (i) 1,769,405 shares held by VHCP3; (ii) 177,083 shares held by VHCP Co-3; (iii) 4,251,759 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.

16. Consists of (i) 91 shares held by VHCP3; (ii) 9 shares held by VHCP Co-3; and (iii) 100 shares held by VHCP EG.

17. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $26.84 to $26.87 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

18. Consists of (i) 1,769,496 shares held by VHCP3; (ii) 177,092 shares held by VHCP Co-3; (iii) 4,251,859 shares held by VHCP EG; and (iv) 651,790 shares held by VHCP XP.

	Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	Venrock Healthcare Capital Partners XP, L.P., By: VHCP Management XP, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	VHCP Management XP, LLC, By: /s/ Sherman G. Souther, Authorized Signatory	10/30/2026
	** Signature of Reporting Person	Date
	Bong Y. Koh, By: /s/ Sherman G. Souther, Attorney-in-Fact	10/30/2026
	** Signature of Reporting Person	Date
	Nimish P. Shah, By: /s/ Sherman G. Souther, Attorney-in-Fact	10/30/2026
	** 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).
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