Sec Form 3 Filing - Morningside Venture Investments Ltd @ Apnimed, Inc. - 2026-07-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Morningside Venture Investments Ltd 2. Issuer Name and Ticker or Trading Symbol Apnimed, Inc. [ APMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2ND FLOOR, LE PRINCE DE GALLES 3-5, AVENUE DES CITRONNIERS 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2026 (Street) MONACOMC 98000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 6,840,213 D ( 2 ) Convertible Promissory Note ( 3 ) ( 4 ) ( 5 ) ( 3 )( 4 )( 5 ) ( 3 ) ( 4 )( 5 ) Common Stock 75,624 I By MVIL, LLC ( 2 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morningside Venture Investments Ltd 2ND FLOOR, LE PRINCE DE GALLES 3-5 AVENUE DES CITRONNIERS MONACOMC 98000 X Signatures /s/ Frances Anne Elizabeth Richard, for Morningside Venture Investments Limited 07/30/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of convertible Preferred Stock is convertible into one share of Class A common stock ("Class A Common Stock") at any time at the option of the holder into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by dividing the original issuance price of each series of convertible Preferred Stock by each series' conversion price in effect at the time of conversion, and will automatically convert immediately prior to the closing of the Issuer's initial public offering (the "IPO") into the number of shares shown in Column 3 without payment of additional consideration, which shares will then be reclassified into shares of common stock ("Common Stock") pursuant to the Reclassification (as defined below). The convertible Preferred Stock has no expiration date. ( 2 )Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards, and Cheung Ka Ho are the directors of Morningside Venture Investments Limited ("Morningside") and share voting and dispositive power with respect to the securities held by Morningside and MVIL, LLC, Morningside's wholly-owned subsidiary. Ms. Richard, Ms. Franklin, Mr. Edwards, and Mr. Cheung each disclaim ownership of the securities owned by Morningside and MVIL, LLC. ( 3 )The Convertible Promissory Note (the "Note") was originally issued on September 17, 2025, and includes a conversion feature providing for automatic conversion upon the closing of the IPO. As a result of the IPO pricing on July 30, 2026, the conversion price will equal 90% of the IPO offering price, contingent upon the closing of the IPO. ( 4 )The Note matures on September 17, 2027, but will convert automatically upon the closing of the IPO prior to the maturity date. ( 5 )Following the conversion of all outstanding shares of the Issuer's Preferred Stock, Class B common stock, and Class C common stock into shares of Class A Common Stock and the reclassification of each share of Class A Common Stock into one share of Common Stock in an exempt transaction pursuant to Rule 16b-7 (the "Reclassification"), in each case immediately prior to the closing of the IPO, the principal amount of the Note (together with accrued interest thereon) will convert upon the closing of the IPO into shares of Common Stock at a conversion price equal to 90% of the IPO price per share. ( 6 )Represents securities held by MVIL, LLC.

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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