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[Form 3] Parabilis Medicines, Inc. Initial Statement of Beneficial Ownership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Parabilis Medicines, Inc. insiders associated with Deerfield entities filed an initial Form 3 reporting indirect ownership of multiple preferred stock series that are convertible into voting common stock. The reported holdings are through Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund III, L.P., with general partners and investment manager entities also listed as reporting persons.

The filing shows Series A, B, C and D Preferred Stock positions, each convertible into voting common stock at fixed ratios and at a conversion price of $0.0000 per share. According to the disclosure, each preferred share will automatically convert into common stock upon the closing of the company’s initial public offering of common stock, after giving effect to a 1‑for‑1.5389 reverse split completed on June 3, 2026.

The reporting persons state that, for Section 16 purposes, they disclaim beneficial ownership of the issuer’s securities except to the extent of any indirect pecuniary interest. The positions are therefore characterized as indirect holdings through the Deerfield funds rather than direct personal ownership.

Positive

  • None.

Negative

  • None.
Insider Flynn James E, Deerfield Mgmt HIF, L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt III, L.P., Deerfield Private Design Fund III, L.P.
Role null | null | null | null | null | null
Type Security Shares Price Value
holding Series A Preferred Stock -- -- --
holding Series A Preferred Stock -- -- --
holding Series B Preferred Stock -- -- --
holding Series B Preferred Stock -- -- --
holding Series C Preferred Stock -- -- --
holding Series C Preferred Stock -- -- --
holding Series D Preferred Stock -- -- --
holding Series D Preferred Stock -- -- --
Holdings After Transaction: Series A Preferred Stock — 122,990 shares (Indirect, Through Deerfield Private Design Fund III, L.P.); Series B Preferred Stock — 149,238 shares (Indirect, Through Deerfield Private Design Fund III, L.P.); Series C Preferred Stock — 260,992 shares (Indirect, Through Deerfield Private Design Fund III, L.P.); Series D Preferred Stock — 407,132 shares (Indirect, Through Deerfield Private Design Fund III, L.P.)
Footnotes (1)
  1. Each share of Series A Preferred Stock is convertible into approximately 0.7406 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. Each share of Series B Preferred Stock is convertible into approximately 1.0389 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. Each share of Series C Preferred Stock is convertible into approximately 1.0578 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. Each share of Series D Preferred Stock is convertible into approximately 0.8764 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Series D underlying common 407132 shares Underlying Voting Common Stock for Series D Preferred, indirect holding
Series C underlying common 260992 shares Underlying Voting Common Stock for Series C Preferred, indirect holding
Series B underlying common 149238 shares Underlying Voting Common Stock for Series B Preferred, indirect holding
Series A underlying common 122990 shares Underlying Voting Common Stock for Series A Preferred, indirect holding
Series A conversion ratio 0.7406 shares Approximate voting common shares per Series A Preferred share after reverse split
Series B conversion ratio 1.0389 shares Approximate voting common shares per Series B Preferred share after reverse split
Series C conversion ratio 1.0578 shares Approximate voting common shares per Series C Preferred share after reverse split
Series D conversion ratio 0.8764 shares Approximate voting common shares per Series D Preferred share after reverse split
Series D Preferred Stock financial
"security_title: "Series D Preferred Stock" with underlying Voting Common Stock"
Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.
voting common stock financial
"underlying_security_title: "Voting Common Stock" for each preferred series"
reverse split financial
"after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
initial public offering financial
"will automatically convert into shares ... upon the closing of the Issuer's initial public offering of common stock"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
indirect pecuniary interest financial
"each Reporting Person disclaims beneficial ownership ... except to the extent of his/its indirect pecuniary interest therein"
beneficial ownership financial
"this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Flynn James E

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2026
3. Issuer Name and Ticker or Trading Symbol
Parabilis Medicines, Inc. [ PBLS ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock (1) (1)Voting Common Stock122,990(1)(1)IThrough Deerfield Private Design Fund III, L.P.(5)(6)
Series A Preferred Stock (1) (1)Voting Common Stock122,990(1)(1)IThrough Deerfield Healthcare Innovations Fund, L.P.(5)(6)
Series B Preferred Stock (2) (2)Voting Common Stock149,238(2)(2)IThrough Deerfield Private Design Fund III, L.P.(5)(6)
Series B Preferred Stock (2) (2)Voting Common Stock149,238(2)(2)IThrough Deerfield Healthcare Innovations Fund, L.P.(5)(6)
Series C Preferred Stock (3) (3)Voting Common Stock260,992(3)(3)IThrough Deerfield Private Design Fund III, L.P.(5)(6)
Series C Preferred Stock (3) (3)Voting Common Stock260,992(3)(3)IThrough Deerfield Healthcare Innovations Fund, L.P.(5)(6)
Series D Preferred Stock (4) (4)Voting Common Stock407,132(4)(4)IThrough Deerfield Private Design Fund III, L.P.(5)(6)
Series D Preferred Stock (4) (4)Voting Common Stock407,132(4)(4)IThrough Deerfield Healthcare Innovations Fund, L.P.(5)(6)
1. Name and Address of Reporting Person*
Flynn James E

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
1. Name and Address of Reporting Person*
Deerfield Mgmt HIF, L.P.

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT COMPANY, L.P.

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
1. Name and Address of Reporting Person*
Deerfield Healthcare Innovations Fund, L.P.

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
1. Name and Address of Reporting Person*
Deerfield Mgmt III, L.P.

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
1. Name and Address of Reporting Person*
Deerfield Private Design Fund III, L.P.

(Last)(First)(Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)XOther (specify below)
*Possible Member of 10% Group
Explanation of Responses:
1. Each share of Series A Preferred Stock is convertible into approximately 0.7406 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
2. Each share of Series B Preferred Stock is convertible into approximately 1.0389 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
3. Each share of Series C Preferred Stock is convertible into approximately 1.0578 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
4. Each share of Series D Preferred Stock is convertible into approximately 0.8764 shares of the Issuer's voting common stock (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
5. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P
6. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks:
Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.
/s/ Jonathan Isler, Attorney-in-Fact06/09/2026
** Signature of Reporting PersonDate
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)