Sec Form 13D Filing - Bios Equity Partners, LP filing for - 2026-02-23

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of shares of common stock, par value $0.0001 per share ("Shares") directly held by Bios Fund I, LP ("Bios Fund I"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 101,665 Shares directly held by Bios Fund II, (ii) 331,974 Shares directly held by Bios Fund II QP and (iii) 44,440 Shares directly held by Bios Fund II NT. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. In its capacity as the general partner of these entities, Bios Equity II may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund I QP, LP ("Bios Fund I QP"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund II, LP ("Bios Fund II"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund II QP, LP ("Bios Fund II QP"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund II NT, LP ("Bios Fund II NT"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by BP Directors, LP ("BP Directors"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP and (iii) 26,093 Shares directly held by BP Directors. Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. In its capacity as the general partner of these entities, Bios Equity I may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP, (iii) 26,093 Shares directly held by BP Directors (iv) 101,665 Shares directly held by Bios Fund II, (v) 331,974 Shares directly held by Bios Fund II QP and (vi) 44,440 Shares directly held by Bios Fund II NT. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. Bios Capital Management, LP ("Bios Management") is a general partner of Bios Equity I and Bios Equity II. In its capacity as a general partner of Bios Equity I and Bios Equity II, Bios Management may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP, (iii) 26,093 Shares directly held by BP Directors (iv) 101,665 Shares directly held by Bios Fund II, (v) 331,974 Shares directly held by Bios Fund II QP and (vi) 44,440 Shares directly held by Bios Fund II NT. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. Bios Management is a general partner of Bios Equity I and Bios Equity II. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP, (iii) 26,093 Shares directly held by BP Directors (iv) 101,665 Shares directly held by Bios Fund II, (v) 331,974 Shares directly held by Bios Fund II QP and (vi) 44,440 Shares directly held by Bios Fund II NT. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. Cavu Management, LP ("Cavu Management") is a general partner of Bios Equity I and Bios Equity II. In its capacity as a general partner of Bios Equity I and Bios Equity II, Cavu Management may be deemed to have shared voting and/or dispositive power with respect to securities directly held by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively, the "Bios Equity Entities"). Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP, (iii) 26,093 Shares directly held by BP Directors (iv) 101,665 Shares directly held by Bios Fund II, (v) 331,974 Shares directly held by Bios Fund II QP and (vi) 44,440 Shares directly held by Bios Fund II NT. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. Cavu Management is a general partner of Bios Equity I and Bios Equity II. Cavu Advisors, LLC ("Cavu Advisors") is the general partner of Cavu Management, and therefore may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP, (iii) 26,093 Shares directly held by BP Directors (iv) 101,665 Shares directly held by Bios Fund II, (v) 331,974 Shares directly held by Bios Fund II QP and (vi) 44,440 Shares directly held by Bios Fund II NT. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. Cavu Management is a general partner of Bios Equity I and Bios Equity II. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 287,619 Shares directly held by Bios Fund I, (ii) 168,235 Shares directly held by Bios Fund I QP, (iii) 26,093 Shares directly held by BP Directors (iv) 101,665 Shares directly held by Bios Fund II, (v) 331,974 Shares directly held by Bios Fund II QP and (vi) 44,440 Shares directly held by Bios Fund II NT. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. Bios Management is a general partner of Bios Equity I and Bios Equity II. Bios Advisors, an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 11,184,423 outstanding Shares as reported in the Form 10-Q filed by the Issuer on November 5, 2025.


SCHEDULE 13D

 
Bios Fund I, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS EQUITY PARTNERS II, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS FUND I QP, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS FUND II, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS FUND II QP, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS FUND II NT, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BP DIRECTORS, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS EQUITY PARTNERS, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS CAPITAL MANAGEMENT, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
BIOS ADVISORS GP, LLC
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
CAVU MANAGEMENT, LP
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
CAVU ADVISORS, LLC
 
Signature:/s/ John Fucci
Name/Title:John Fucci/Attorney-in-Fact
Date:02/23/2026
 
LESLIE W. KREIS
 
Signature:/s/ John Fucci
Name/Title:John Fucci, as Attorney-in-Fact for Leslie W. Kreis, Jr.
Date:02/23/2026
 
AARON G.L. FLETCHER
 
Signature:/s/ John Fucci
Name/Title:John Fucci, as Attorney-in-Fact for Aaron G.L. Fletcher
Date:02/23/2026
Comments accompanying signature:
BIOS FUND II, LP By: Bios Equity Partners II, LP, its general partner By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ JohnFucci John Fucci Attorney-in-Fact BIOS FUND II QP, LP By: Bios Equity Partners II, LP, itsgeneral partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP,LLC, its general partner By: /s/ John Fucci John Fucci Attorney-in-Fact BIOS FUND II NT, LPBy: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its generalpartner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci John Fucci Attorneyin-Fact BIOS INCYSUS CO-INVEST I, LP By: Bios Equity Partners II, LP, its general partnerBy: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its generalpartner By: /s/ John Fucci John Fucci Attorney-in-Fact BIOS FUND III, LP By: Bios EquityPartners III, LP, its general partner By: Bios Capital Management, LP, its general partner By:Bios Advisors GP, LLC, its general partner By: /s/ John Fucci John Fucci Attorney-in-Fact BIOSFUND III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ JohnFucci John Fucci Attorney-in-Fact BIOS FUND III NT, LP By: Bios Equity Partners III, LP, itsgeneral partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP,LLC, its general partner By: /s/ John Fucci John Fucci Attorney-in-Fact BIOS CLINICALOPPORTUNITY FUND, LP By: Bios Equity COF, LP, its general partner By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner BPDIRECTORS, LP By: Bios Equity Partners, LP, its general partner By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ JohnFucci John Fucci Attorney-in-Fact BIOS EQUITY PARTNERS, LP By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ JohnFucci John Fucci Attorney-in-Fact BIOS EQUITY PARTNERS II, LP By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ JohnFucci John Fucci Attorney-in Fact BIOS EQUITY PARTNERS III, LP By: Bios CapitalManagement, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ JohnFucci John Fucci Attorney-in-Fact BIOS EQUITY COF, LP By: Bios Capital Management, LP, itsgeneral partner By: Bios Advisors GP, LLC, its general partner CAVU MANAGEMENT, LP By:Cavu Advisors, LLC, its general partner By: /s/ John Fucci Attorney-in-Fact BIOS CAPITALMANAGEMENT, LP By: Bios Advisors GP, LLC its general partner By: /s/ John Fucci Attorney in-Fact
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