4//SEC Filing
Savchuk Nikolay 4
Accession 0001213900-24-094664
CIK 0001900520other
Filed
Nov 4, 7:00 PM ET
Accepted
Nov 5, 6:00 PM ET
Size
17.9 KB
Accession
0001213900-24-094664
Insider Transaction Report
Form 4
Savchuk Nikolay
DirectorPresident and COO
Transactions
- Award
Stock Option (Right to Buy)
2024-11-01+1,258,000→ 1,258,000 totalExercise: $1.30Exp: 2034-09-18→ Common Stock (1,258,000 underlying) - Conversion
Common Stock
2024-11-01$3.20/sh+539,062$1,724,998→ 539,062 total(indirect: By LLC) - Award
Common Stock
2024-11-01$4.00/sh+1,443,750$5,775,000→ 2,677,256 total(indirect: By LLC) - Conversion
Simple Agreement for Future Equity
2024-11-01+539,062→ 0 total(indirect: By LLC)→ Common Stock (539,062 underlying) - Conversion
Simple Agreement for Future Equity
2024-11-01+694,444→ 0 total(indirect: By LLC)→ Common Stock (694,444 underlying) - Conversion
Common Stock
2024-11-01$3.60/sh+694,444$2,499,998→ 1,233,506 total(indirect: By LLC)
Footnotes (6)
- [F1]On November 1, 2024, the Issuer closed the transactions contemplated by the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of November 1, 2024, by and among Venetian-1 Acquisition Corp., a Delaware corporation (the "Parent"), Lomond Acquisition Corp., a Delaware corporation (the "Acquisition Subsidiary"), and Lomond Therapeutics, Inc. ("Legacy Lomond") (the "Merger"), pursuant to which, upon consummation of the Merger, all of the outstanding shares Legacy Lomond common stock were converted into shares of the Issuer's Common Stock on a 1:1 basis pursuant to the terms of the Merger Agreement (the "Merger"). Immediately following the closing of the Merger, the Issuer completed a private placement financing (the "Offering").
- [F2]These shares are held of record by TPAV, LLC issued upon the conversion of an outstanding simple agreement for future equity ("SAFE") in the amount of $1,725,000, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date.
- [F3]These shares are held of record by TPAV, LLC issued upon the conversion of a SAFE in the amount of $2,500,000, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date.
- [F4]Represents shares held directly by TPAV, LLC issued upon the closing of the Offering.
- [F5]The options are subject to a service-based vesting requirement, which shall be satisfied over a four-year period with 1/48th of the options vesting monthly after November 1, 2024, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.
- [F6]The reported shares are owned directly by TPAV, LLC, a limited liability company of which the reporting person is the sole manager on its Board of Managers. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Documents
Issuer
Lomond Therapeutics Holdings, Inc.
CIK 0001900520
Entity typeother
Related Parties
1- filerCIK 0002017800
Filing Metadata
- Form type
- 4
- Filed
- Nov 4, 7:00 PM ET
- Accepted
- Nov 5, 6:00 PM ET
- Size
- 17.9 KB