Ospraie Management, LLC 4
4 · Ionetix Corp / DE / · Filed Apr 16, 2026
Research Summary
AI-generated summary of this filing
Ionetix — 10% Owner Ospraie Real Assets Fund Acquires Shares in Merger
What Happened
- Ospraie Real Assets Fund LP (reported as a 10% owner) recorded merger-related acquisitions on April 9, 2026. The Form 4 shows an acquisition of 18,206,346 shares of Ionetix common stock and three additional "derivative" acquisitions of 1,316,175; 537,752; and 3,230,558 underlying shares (all reported with transaction code J — other acquisition in connection with a merger). No cash price is reported (N/A) because these shares and derivative interests were received as merger consideration.
- Footnotes explain the consideration: F1 states the holder (in the Merger) received shares in exchange for 36,311,022 shares of the privately held Target. Additional footnotes (F4–F6) describe warrants received in the Merger (2,625,000; 1,072,500; and 6,443,076 warrants) with exercise prices of $1.40, $1.40 and $0.01, respectively; the $0.01 warrant contains a 19.9% beneficial ownership cap.
Key Details
- Transaction date: April 9, 2026. Filing date: April 16, 2026 (appears filed later than the usual two-business-day Form 4 deadline).
- Reported acquisitions: 18,206,346 shares (direct) and derivative interests reported as 1,316,175; 537,752; and 3,230,558 shares. All reported with price = N/A (merger consideration).
- Warrants described in footnotes: 2,625,000; 1,072,500; 6,443,076 — exercise prices $1.40, $1.40, and $0.01; the $0.01 warrant has a 19.9% ownership cap.
- Shares owned after the transaction: not specified in the filing.
- Ownership structure: Ospraie Management LLC is the investment manager with voting and investment power (F2); related entities and an individual (Dwight Anderson) are noted as having potential deemed beneficial ownership (F3). The reporting persons disclaim beneficial ownership except for any pecuniary interest.
- Transaction code meaning: "J" indicates an acquisition/disposition in connection with a merger or similar reorganization (not an open-market buy or sale).
Context
- This was a non-cash, merger consideration transaction (institutional/investment manager activity), not an executive open-market purchase or sale. For retail investors: such institutional acquisitions via M&A are different from a manager buying shares on the open market and reflect the deal terms rather than a direct signal of buy/sell sentiment.
- Several derivative instruments (warrants) were issued; if exercised they would convert to shares subject to exercise prices and possible ownership caps (notably the 19.9% cap on the $0.01 warrant).
Insider Transaction Report
Form 4
Ospraie Real Assets Fund LP
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
[F1][F2][F3]2026-04-09+18,206,346→ 18,206,346 total - Other
Warrant
[F4][F2][F3]2026-04-09+1,316,175→ 1,316,175 totalExercise: $2.79From: 2026-04-09Exp: 2028-12-14→ Common Stock (1,316,175 underlying) - Other
Warrant
[F5][F2][F3]2026-04-09+537,752→ 537,752 totalExercise: $2.79From: 2026-04-09Exp: 2030-04-27→ Common Stock (537,752 underlying) - Other
Warrant
[F6][F2][F3]2026-04-09+3,230,558→ 3,230,558 totalExercise: $0.02From: 2026-04-09Exp: 2036-04-09→ Common Stock (3,230,558 underlying)
Footnotes (6)
- [F1]Received in exchange for 36,311,022 shares of the common stock of Ionetix Corporation, a privately held Delaware corporation ("Target"), in connection with the merger (such transaction, the "Merger") of JDEV Merger Subsidiary Corp. ("Merger Sub"), a wholly-owned subsidiary of JDEV Acquisition Corp. (such entity, which changed its name to Ionetix Corporation in connection with the Merger, the "Issuer"), with and into Target, pursuant to that certain Agreement and Plan of Merger and Reorganization dated as of April 9, 2026 by and among the Issuer, Target and Merger Sub.
- [F2]Ospraie Management, LLC ("OM LLC") is the investment manager of Ospraie Real Assets Fund LP ("ORA Fund") and has been delegated voting and investment power and thus beneficial ownership of the securities of the Issuer held by ORA Fund (such securities, the "Issuer Securities"). Ospraie Holding I, LP ("Ospraie Holding") may be deemed to beneficially own the Issuer Securities as the managing member of OM LLC.
- [F3]Ospraie Management, Inc. ("OM Inc.") may be deemed to beneficially own the Issuer Securities as the general partner of Ospraie Holding. Ospraie Real Assets GP LLC ("Ospraie GP") may be deemed to beneficially own the Issuer Securities as the general partner of ORA Fund. Dwight Anderson may be deemed to beneficially own the Issuer Securities as the managing member of Ospraie GP and as the sole owner of OM Inc. Each reporting person disclaims beneficial ownership of the Issuer Securities except to the extent of his or its pecuniary interest therein, if any.
- [F4]Received in the Merger in exchange for a warrant to purchase 2,625,000 shares of Target common stock at an exercise price of $1.40 per share.
- [F5]Received in the Merger in exchange for a warrant to purchase 1,072,500 shares of Target common stock at an exercise price of $1.40 per share.
- [F6]Received in the Merger in exchange for a warrant to purchase 6,443,076 shares of Target common stock at an exercise price of $0.01 per share. This warrant contains a provision that restricts the ability of the holder to exercise the warrant to the extent that, after giving effect to the issuance of shares of the common stock of the Issuer upon such exercise, the holder would beneficially own in excess of 19.9% of the number of outstanding shares of the Issuer's common stock.