Sec Form 3 Filing - Alpha Wave Ventures GP, 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 Alpha Wave Ventures GP, 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) 667 MADISON AVE., 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2026 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Series C-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 1 ) 1,001,651 I See footnotes ( 2 ) ( 3 ) Series C-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 1 ) 534,214 I See footnotes ( 2 ) ( 3 ) Series C-3 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 1 ) 4,006,611 I See footnotes ( 2 ) ( 3 ) Convertible Promissory Note ( 4 ) ( 4 ) ( 5 ) Common Stock ( 6 ) ( 4 ) I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alpha Wave Ventures GP, Ltd 667 MADISON AVE. 19TH FLOOR NEW YORK, NY10065 X Alpha Wave Global, LP 667 MADISON AVENUE 19TH FLOOR NEW YORK, NY10065 X Lunate Holding RSC Ltd UNIT 1, FLOOR 12, AL MARYAH TOWER ABU DHABI GLOBAL MARKET SQUARE AL MARYAH ISLAND, ABU DHABI00000 X Chimera Investment LLC RG PROCUREMENT RESTRICTED LIMITED BUILDING, EAST 0.48, AL MUNTAZAH ABU DHABI ISLAND00000 X Signatures Alpha Wave Global, LP, /s/ Richard Gerson, Chairman and CIO 07/30/2026 Signature of Reporting Person Date Alpha Wave Ventures GP, Ltd, By: /s/ Richard Gerson, Director 07/30/2026 Signature of Reporting Person Date Lunate Holding RSC LTD, By: /s/ Syed Basar Shueb Syed Shueb, Director and Authorized Signatory 07/30/2026 Signature of Reporting Person Date Chimera Investment LLC, By: /s/ Syed Basar Shueb Syed Shueb, Director and Authorized Signatory 07/30/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock is convertible into 0.741 shares of the Issuer's Class A common stock (after giving effect to the one-for-1.349 reverse split with respect to the Class A common stock) at any time at the option of the holder, 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 pursuant to the Reclassification (each as defined below). The convertible Preferred Stock has no expiration date. ( 2 )Securities held by Alpha Wave Ventures II, LP ("Alpha Wave Ventures"). Alpha Wave Ventures GP, Ltd ("Alpha Wave Ventures GP") is the general partner of Alpha Wave Ventures. Alpha Wave Ventures GP is a joint venture between Alpha Wave Global, LP ("Alpha Wave") and Lunate Holding RSC LTD ("Lunate"). Lunate is majority-owned by Chimera Investment LLC ("Chimera," together with Alpha Wave Ventures GP, Alpha Wave and Lunate, the "Reporting Persons"). Richard Gerson is the Chairman and Chief Investment Officer of Alpha Wave. Chimera is controlled by its board of directors. The managing partners of Lunate Capital Limited, a wholly-owned investment manager subsidiary of Lunate, manage the investment activities of Lunate. ( 3 )For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 4 )Alpha Wave Ventures holds a Convertible Promissory Note in the aggregate principal amount of $20,000,000 (the "Note"), or $21,838,904 including accrued and unpaid interest thereon. 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. ( 5 )The Note matures on September 17, 2027, but will convert automatically upon the closing of the IPO prior to the maturity date. ( 6 )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 ("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.

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).

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