Sionna Therapeutics, Inc.
6.60%
2,967,722
2036042
Apr 14, 2026
Apr 20, 2026, 06:46 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ADVISORS LLC | Investment Adviser | 6.60% | 2,967,722 | 0 | 2,967,722 |
| OrbiMed Capital GP VIII LLC | Other | 6.60% | 2,967,722 | 0 | 2,967,722 |
Disclosure Items (7)
Common Stock
Sionna Therapeutics, Inc.
21 Hickory Drive, Suite 500, Waltham, MA, 02451
OrbiMed Advisors is a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP is a limited liability company organized under the laws of Delaware. Carl L. Gordon is a United States citizen. Sven H. Borho is a German and Swedish citizen. W. Carter Neild is a United States citizen. Geoffrey C. Hsu is a United States citizen. C. Scotland Stevens is a United States citizen. David P. Bonita is a United States citizen. Peter A. Thompson is a United States citizen. Matthew S. Rizzo is a United States citizen. Mona Ashiya, a United States citizen. Trey Block is a United States citizen.
601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed GP is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Mona Ashiya is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 44,998,073 outstanding Shares of the Issuer, as set forth in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 2, 2026. As of the date of this filing, OrbiMed Private Investments VIII, L.P. ("OPI VIII"), a limited partnership organized under the laws of Delaware, holds 2,967,722 Shares constituting approximately 6.6% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VIII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VIII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VIII.
Item 5(a) is incorporated by reference herein.
On April 14, 2026, OPI VIII sold 47,814 Shares at a price of $44.51 per Share. On April 15, 2026, OPI VIII sold 235,863 Shares at a price of $44.64 per Share. On April 16, 2026, OPI VIII sold 226,906 Shares at a price of $45.34 per Share. On April 17, 2026, OPI VIII sold 52,397 Shares at a price of $44.68 per Share. The above Shares were sold pursuant to a 10b5-1 plan. The Reporting Persons undertake, upon request by the staff of the SEC or the Issuer to provide full information regarding the number of Shares sold at each separate price.
Not applicable.
Not applicable.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 2,967,722 Shares. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VIII, may be considered to hold indirectly 2,967,722 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 2,967,722 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 2,967,722 Shares. Peter A. Thompson ("Thompson"), a member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and Orbimed GP may have the ability to affect and influence control of the Issuer. From time to time, Thompson may receive stock options or other awards of equity-based compensation pursuant to the Issuer's compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors and Orbimed GP, Thompson is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and Orbimed GP, who will in turn ensure that such securities or economic benefits are provided to OPI VIII. Investors' Rights Agreement In addition, OPI VIII and certain other stockholders of the Issuer entered into a Third Amended and Restated Investors' Rights Agreement with the Issuer, dated as of March 4, 2024 (the "Investors' Rights Agreement"). Pursuant to the Investors' Rights Agreement and subject to the terms and conditions therein, the parties agreed that: Form S-1 Registration Rights Upon the completion of the Issuer's initial public offering ("IPO"), certain holders of Shares, including those issuable upon the conversion of shares of Series B convertible preferred stock, par value $0.001 per share ("Series B preferred stock") and shares of Series C convertible preferred stock, par value $0.001 per share ("Series C preferred stock"), will be entitled to certain demand registration rights. At any time beginning 180 days after the completion of the IPO, the holders of a majority of registrable securities then outstanding may request that the Issuer register all or a portion of their Shares on Form S-1 with respect to at least 40% of the registrable securities then outstanding. With certain exceptions, the Issuer is not required to effect the filing of a registration statement during the period starting with the date of the filing of, and ending on a date 60 days following the effective date of the registration statement for the IPO. Piggyback Registration Rights After the IPO, in the event that the Issuer proposes to register any of its securities under the Securities Act of 1933, as amended, either for its own account or for the account of other security holders, the holders of such Shares will be entitled to certain piggyback registration rights allowing the holder to include their Shares in such registration, subject to certain marketing and other limitations. Form S-3 Registration Rights Upon the completion of the IPO, certain holders of Shares, including those issuable upon the conversion of shares of Series B preferred stock and Series C preferred Stock, will be entitled to certain Form S-3 registration rights. Holders of at least 10% of registrable securities then outstanding can make a request that the Issuer register their Shares on Form S-3 if the Issuer is qualified to file a registration statement on Form S-3 and if the reasonably anticipated aggregate net proceeds of the Shares offered would equal or exceed $5 million. The Issuer will not be required to effect more than two registrations on Form S-3 within any twelve-month period. The right to have such Shares registered on Form S-3 is further subject to other specified conditions and limitations. Expiration of Registration Rights The demand registration rights and short-form registration rights granted under the Investors' Rights Agreement will terminate on the fifth anniversary of the completion of the IPO. The foregoing description of the Investors' Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors' Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC. 2. Third Amended and Restated Investors' Rights Agreement, by and between the Issuer and certain of its stockholders, dated as of March 4, 2024 (incorporated by reference to Exhibit 4.2 to the Issuer's Registration Statement on Form S-1/A, filed with the SEC on February 3, 2025).