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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Alamar Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
010911105 (CUSIP Number) |
04/16/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 010911105 |
| 1 | Names of Reporting Persons
SHERPA HEALTHCARE FUND II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,970,446.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 3,970,446 shares of common stock held by Sherpa Healthcare Fund II, L.P. The general partner of Sherpa Healthcare Fund II, L.P. is Sherpa Healthcare Fund II GP, Ltd. Daqing Cai is the Managing Director of Sherpa Healthcare Fund II GP, Ltd. and therefore Daqing Cai may be deemed to have shared voting and dispositive control over the shares held by Sherpa Healthcare Fund II, L.P. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 69,311,186 shares of common stock of the Issuer issued and outstanding as of April 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
|
| CUSIP No. | 010911105 |
| 1 | Names of Reporting Persons
SHERPA HEALTHCARE CO-INVESTMENT FUND, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,688.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 1,001,688 shares of common stock held by Sherpa Healthcare Co-Investment Fund, L.P. The general partner of Sherpa Healthcare Co-Investment Fund, L.P. is Sherpa Healthcare Co-Investment GP Ltd. Daqing Cai is the Managing Director of Sherpa Healthcare Co-Investment GP Ltd. and therefore Daqing Cai may be deemed to have shared voting and dispositive control over the shares held by Sherpa Healthcare Co-Investment Fund, L.P. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 69,311,186 shares of common stock of the Issuer issued and outstanding as of April 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
|
| CUSIP No. | 010911105 |
| 1 | Names of Reporting Persons
Sherpa Healthcare Fund II GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,970,446.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 3,970,446 shares of common stock held by Sherpa Healthcare Fund II, L.P. The general partner of Sherpa Healthcare Fund II, L.P. is Sherpa Healthcare Fund II GP, Ltd. Daqing Cai is the Managing Director of Sherpa Healthcare Fund II GP, Ltd. and therefore Daqing Cai may be deemed to have shared voting and dispositive control over the shares held by Sherpa Healthcare Fund II, L.P. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 69,311,186 shares of common stock of the Issuer issued and outstanding as of April 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
|
| CUSIP No. | 010911105 |
| 1 | Names of Reporting Persons
Sherpa Healthcare Co-Investment GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,688.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 1,001,688 shares of common stock held by Sherpa Healthcare Co-Investment Fund, L.P. The general partner of Sherpa Healthcare Co-Investment Fund, L.P. is Sherpa Healthcare Co-Investment GP Ltd. Daqing Cai is the Managing Director of Sherpa Healthcare Co-Investment GP Ltd. and therefore Daqing Cai may be deemed to have shared voting and dispositive control over the shares held by Sherpa Healthcare Co-Investment Fund, L.P. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 69,311,186 shares of common stock of the Issuer issued and outstanding as of April 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
|
| CUSIP No. | 010911105 |
| 1 | Names of Reporting Persons
Daqing Cai | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,972,134.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) For Rows 6, 8 and 9: represents (i) 3,970,446 shares of common stock held by Sherpa Healthcare Fund II, L.P., and (ii) 1,001,688 shares of common stock held by Sherpa Healthcare Co-Investment Fund, L.P. The general partner of Sherpa Healthcare Fund II, L.P. is Sherpa Healthcare Fund II GP, Ltd. The general partner of Sherpa Healthcare Co-Investment Fund, L.P. is Sherpa Healthcare Co-Investment GP Ltd. Daqing Cai is the Managing Director of each of Sherpa Healthcare Fund II GP, Ltd. and Sherpa Healthcare Co-Investment GP Ltd., and therefore Daqing Cai may be deemed to have shared voting and dispositive control over the shares held by Sherpa Healthcare Fund II, L.P. and Sherpa Healthcare Co-Investment Fund, L.P. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 69,311,186 shares of common stock of the Issuer issued and outstanding as of April 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Alamar Biosciences, Inc. | |
| (b) | Address of issuer's principal executive offices:
47071 BAYSIDE PARKWAY, FREMONT, CALIFORNIA, 94538. | |
| Item 2. | ||
| (a) | Name of person filing:
Sherpa Healthcare Fund II, L.P. Sherpa Healthcare Co-Investment Fund, L.P. Sherpa Healthcare Fund II GP, Ltd. Sherpa Healthcare Co-Investment GP Ltd. Daqing Cai | |
| (b) | Address or principal business office or, if none, residence:
For each of Sherpa Healthcare Fund II, L.P., Sherpa Healthcare Co-Investment Fund, L.P., Sherpa Healthcare Fund II GP, Ltd. and Sherpa Healthcare Co-Investment GP Ltd.: C/O Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands For Daqing Cai: C/O Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008,Cayman Islands | |
| (c) | Citizenship:
For each of Sherpa Healthcare Fund II, L.P., Sherpa Healthcare Co-Investment Fund, L.P., Sherpa Healthcare Fund II GP, Ltd. and Sherpa Healthcare Co-Investment GP Ltd.: Cayman Islands For Daqing Cai: United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 to 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |