Sec Form 13D Filing - Illumina Innovation Fund II, L.P. filing for - 2026-04-23

500 Lincoln Centre Drive, Suite 110, Foster City, CA 94404

IIF II and IIF III are venture capital investment entities and IIF II GP and IIF III GP are the general partners of IIF II and IIF III, respectively. The Reporting Individual is engaged through each of IIF II and IIF III in acquiring, holding and disposing of interests in various companies for investment purposes. The Reporting Individual is the sole managing member of each of IIF II GP and IIF III GP.

During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of IIF II GP and IIF III GP is a limited liability company organized under the laws of the State of Delaware. Each of IIF II and IIF III is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.

In May of 2020, IIF II purchased 3,194,377 shares of the Issuer's Series A-3 Preferred Stock for a purchase price of $1.06437 per share and an aggregate purchase price of $3,399,999.05. In May of 2021, IIF II purchased 2,862,507 shares of the Issuer's Series A-4 Preferred Stock for a purchase price of $1.18777 per share and an aggregate purchase price of $3,399,999.94. In August of 2021, IIF II purchased 2,094,266 shares of the Issuer's Series B Preferred Stock for a purchase price of $4.0587 per share and an aggregate purchase price of $8,499,997.42. In February of 2024, IIF II purchased 5,037,783 shares of the Issuer's Series C Preferred Stock for a purchase price of $2.9775 per share and an aggregate purchase price of $14,999,998.89. On January 8, 2026, IIF II and IIF III entered into a Note Purchase Agreement, pursuant to which IIF II acquired from the Issuer convertible promissory notes in the aggregate principal amount of $5,000,000.00 and IIF III acquired from the Issuer convertible promissory notes in the aggregate principal amount of $3,927,259.98. On April 10, 2026, the Issuer effected a reverse stock split of its Class A and Class B common stock on a one-for-2.418 basis without payment or additional consideration. On April 20, 2026, IIF III purchased 235,294 shares of Common Stock in connection with the the Issuer's initial public offering ("Offering"), for a purchase price of $17.00 per share and an aggregate purchase price of $3,999,998.00 (the "Purchase"). Upon the closing of the Offering, (i) each share of Series A-3 Preferred Stock, Series A-4 Preferred Stock, and Series C Preferred Stock automatically converted into shares of Class B Common Stock on a one-for-2.418 basis and without payment or additional consideration, (ii) each share of Series B Preferred Stock automatically converted into shares of Class B common stock on a one-for-2.271 basis and without payment or additional consideration (together, the "Preferred Stock Conversion"), and (iii) the principal amount of the convertible promissory notes automatically converted into shares of Common Stock at a conversion price equal to the initial public offering price multiplied by 0.85 (the "Note Conversion" and together with the Preferred Stock Conversion, the "Conversion"). Additionally, immediately prior to the completion of the Offering, each share of Class B common stock was reclassified into shares of Common Stock (the "Reclassification"). Following the Conversion, the Reclassification and the Purchase, each of IIF II and IIF III directly held such number of shares of Common Stock set forth in Item 11 of their respective Cover Pages. All shares of the capital stock of the Issuer covered by this Statement were originally acquired by IIF II and IIF III using investment funds provided to each of IIF II and IIF III by their respective limited and general partner investors. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.

The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. Nicholas Naclerio is a member of the Issuer's board of directors. In addition, Nicholas Naclerio, in his capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer's non-employee director compensation policy, which became effective upon the effective date of the Registration Statement (as defined below). Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person.

See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person.

Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.

Under certain circumstances set forth in the limited partnership agreement of each of IIF II and IIF III, the limited and general partners of IIF II and IIF III may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by IIF II and IIF III, respectively.

Not Applicable.

In connection with its purchase of shares of the Issuer's Series C Preferred Stock, IIF II and certain of the Issuer's other investors entered into an Amended and Restated Investors' Rights Agreement, dated February 21, 2024, with the Issuer (the "Rights Agreement"). After the closing of the Offering, the stockholders party thereto are entitled to certain registration rights, including the right to demand that that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The terms and provisions of the Rights Agreement are described more fully in the Issuer's Registration Statement on Form S-1 (File No. 333-294697) declared effective by the Commission on April 16, 2026 (the "Registration Statement"), and the above summary is qualified by reference to such description and the full text of the Rights Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference. In connection with the Offering, IIF II and IIF III have entered into a lock-up agreement, pursuant to which IIF II and IIF III have agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer's securities held by each of IIF II and IIF III for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of the lock-up agreement is described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 to this Statement and is incorporated herein by reference. Nicholas Naclerio, in his capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer's 2026 Equity Incentive Plan (the "Option Plan"), and the Issuer's non-employee director compensation policy (the "Compensation Plan"). The terms and provisions of the Option Plan and the Compensation Plan are described in the Registration Statement and the full text of which is filed as Exhibit 4 to this Statement and is incorporated herein by reference. The Issuer has entered into an indemnification agreement with each of its directors and executive officers, including Nicholas Naclerio. The indemnification agreement requires the Issuer, among other things, to indemnify Nicholas Naclerio for some expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by Nicholas Naclerio in any action or proceeding arising out of his services as a director. The terms and provisions of the indemnification agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the Registration Statement, which is filed as Exhibit 5 to this Statement and is incorporated herein by reference.

Exhibit 1: Joint Filing Agreement, dated as of April 23, 2026, by and among the Reporting Persons (filed herewith). Exhibit 2: Amended and Restated Investors' Rights Agreement, dated as of February 21, 2024 (filed as Exhibit 4.2 to the Issuer's Statement on Form S-1 as filed with the Commission on March 27, 2026 (SEC File No. 333-294697) and incorporated herein by reference). Exhibit 3: Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (filed as Exhibit D to the Underwriting Agreement, which is filed as Exhibit 1.1 to the Issuer's Statement on Form S-1/A as filed with the Commission on April 13, 2026 (SEC File No. 333-294697) and incorporated herein by reference). Exhibit 4: 2026 Equity Incentive Plan and associated forms (filed as Exhibit 10.3 to the Issuer's Statement on Form S-1/A as filed with the Commission on April 13, 2026 (SEC File No. 333-294697) and incorporated herein by reference). Exhibit 5: Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as 10.8 to the Issuer's Registration State on Form S-1/A as filed with the Commission on April 13, 2026 (SEC File No. 333-294697) and incorporated herein by reference).