Aktis Oncology, Inc.
10.90%
5,831,315
2035832
01021M104
Jan 11, 2026
Jan 14, 2026, 04:58 PM
Reporting Persons (4)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| VV Manager II LLC | Other | 10.90% | 5,829,212 | 0 | 5,829,212 |
| Helen Kim | Individual | 10.90% | 5,831,315 | 2,103 | 5,829,212 |
| Vida Ventures II, LLC | Other | 10.60% | 5,671,825 | 0 | 5,671,825 |
| Vida Ventures II-A, LLC | Other | 0.30% | 157,387 | 0 | 157,387 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
Aktis Oncology, Inc.
17 Drydock Avenue, Boston, MA, 02210
This Schedule 13D is filed by Vida Ventures II, LLC ("Vida II"), Vida Ventures II-A, LLC ("Vida II-A"), VV Manager II, LLC ("VV Manager II" and together with Vida II and Vida II-A, the "Reporting Entities") and Helen Kim, a member of the Issuer's board of directors (the "Reporting Individual", and together with the Reporting Entities, collectively, the "Reporting Persons"). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Arie Belldegrun, Fred Cohen, and Leonard Potter (collectively, the "Management Committee Members"), the members of the management committee of VV Manager II, along with the other members of the investment committee of VV Manager II, Rajul Jain, Joshua Kazam, and the Reporting Individual (the "Investment Committee Members"), may be deemed to share voting, investment and dispositive power over the shares held by each of Vida II and Vida II-A and each such person disclaims beneficial ownership of the securities held by each of Vida II and Vida II-A, except to the extent of such person's pecuniary interest therein.
The principal business office of the Reporting Persons is 10100 Santa Monica Boulevard, Suite 1500, Los Angeles, CA 90067.
The principal business of each Reporting Entities is venture capital investing. The Reporting Individual is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes and is a member of the investment committee of VV Manager II.
During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of the Reporting Entities is a limited liability company organized in the state of Delaware. The Reporting Individual is a citizen of the United States of America.
In February 2021, Vida II purchased 3,892,000 shares of the Issuer's Series A Redeemable Convertible Preferred Stock for a purchase price of $2.00 per share and an aggregate purchase price of $7,784,000.00. In February 2021, Vida II-A purchased 108,000 shares of the Issuer's Series A Redeemable Convertible Preferred Stock for a purchase price of $2.00 per share and an aggregate purchase price of $216,000.00. In January 2022, Vida II purchased 3,892,000 additional shares of the Issuer's Series A Redeemable Convertible Preferred Stock for a purchase price of $2.00 per share and an aggregate purchase price of $7,784,000.00. In January 2022, Vida II-A purchased 108,000 additional shares of the Issuer's Series A Redeemable Convertible Preferred Stock for a purchase price of $2.00 per share and an aggregate purchase price of $216,000.00. In August 2022, Vida II purchased 7,054,250 additional shares of the Issuer's Series A Redeemable Convertible Preferred Stock for a purchase price of $2.00 per share and an aggregate purchase price of $14,108,500.00. In August 2022, Vida II-A purchased 195,750 additional shares of the Issuer's Series A Redeemable Convertible Preferred Stock for a purchase price of $2.00 per share and an aggregate purchase price of $391,500.00. In September 2024, Vida II purchased 3,648,750 shares of the Issuer's Series B Redeemable Convertible Preferred Stock for a purchase price of $4.00 per share and an aggregate purchase price of $14,595,000.00. In September 2024, Vida II-A purchased 101,250 shares of the Issuer's Series B Redeemable Convertible Preferred Stock for a purchase price of $4.00 per share and an aggregate purchase price of $405,000.00. On January 12, 2026, immediately prior to the closing of the Issuer's initial public offering (the "Offering"), each share of the Issuer's Series A and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 3.8044-for-one basis and without payment of additional consideration (the "Conversion"). On January 12, 2026, Vida II purchased 812,455 shares of the Issuer's Common Stock, in connection with the Offering, for a purchase price of $18.00 per share and an aggregate purchase price of $14,624,190.00. On January 12, 2026, Vida II-A purchased 22,545 shares of the Issuer's Common Stock, in connection with the Offering, for a purchase price of $18.00 per share and an aggregate purchase price of $405,810.00 (together with the purchase by Vida II, the "Purchase"). Following the Conversion and the Purchase, each of Vida II and Vida II-A directly held such number of shares of Common Stock set forth in Item 11 of their respective Cover Pages. All shares of the capital stock of the Issuer covered by this Statement were originally acquired by Vida II and Vida II-A using investment funds provided to each of Vida II and Vida II-A by their respective members. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
See Items 7-11 of the cover pages of this Schedule 13D and Item 2 above.
See Items 7-11 of the cover pages of this Schedule 13D and Item 2 above.
Except as reported in this Statement, none of the Reporting Persons has affected any transactions in the Issuer's securities within the past 60 days.
Under certain circumstances set forth in the limited liability company agreements of each of Vida II and Vida II-A, the managing members and non-managing members of each of Vida II and Vida II-A, respectively, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of Common Stock of the Issuer owned by such entity of which they are a member.
Not applicable.
In connection with its purchase of shares of the Issuer's Series B Redeemable Convertible Preferred Stock financing, Vida II, Vida II-A and certain of the Issuer's other investors entered into a Third Amended and Restated Investors' Rights Agreement, dated September 20, 2024, with the Issuer (the "Rights Agreement"). The Rights Agreement grants certain rights to Vida II, Vida II-A, including certain demand, piggyback and Form S-3 registration rights with respect to the registrable securities held by them. The terms and provisions of the Rights Agreement are described more fully in the Issuer's Registration Statement on Form S-1/A (File No. 333-292283) declared effective by the Commission on January 7, 2026 (the "Registration Statement"), and the above summary is qualified by reference to such description and the full text of the Rights Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference. In connection with the Offering, each of Vida II, Vida II-A and Ms. Kim has entered into lock-up agreements, pursuant to which each of Vida II, Vida II-A and Ms. Kim have agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer's securities held by each of the Funds for 180 days following the date of the Offering. The terms and provisions of such lock-up agreements are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 to this Statement and is incorporated herein by reference. Ms. Kim, in her capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer's 2026 Equity Incentive Plan (the "2026 Plan"), and the Issuer's non-employee director compensation policy (the "Compensation Plan"). The terms and provisions of the 2026 Plan and the Compensation Plan are described in the Registration Statement, and the above summary is qualified by reference to such description and the full text of which is filed as Exhibit 4 and Exhibit 5 to this Statement and are incorporated herein by reference. The Issuer has entered into an indemnification agreement with each of its directors and executive officers, including Ms. Kim. The indemnification agreement requires the Issuer, among other things, to Ms. Kim for some expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by Ms. Kim in any action or proceeding arising out of her respective services as director. The terms and provisions of the indemnification agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the Registration Statement, which is filed as Exhibit 6 to this Statement and is incorporated herein by reference.
Exhibit 1: Joint Filing Agreement, dated January 14, 2026, by and among the Reporting Persons (filed herewith). Exhibit 2: Third Amended and Restated Investors' Rights Agreement, dated as of September 20, 2024 (filed as Exhibit 4.1 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on January 7, 2026 (SEC File No. 333-292283) and incorporated herein by reference). Exhibit 3: Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (filed as part of Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on January 7, 2026 (SEC File No. 333-292283) and incorporated herein by reference). Exhibit 4: 2026 Equity Incentive Plan, as amended, and associated forms (filed as Exhibit 10.2 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on January 7, 2026 (SEC File No. 333-292283) and incorporated herein by reference). Exhibit 5: Non-Employee Director Compensation Policy, as amended, and associated forms (filed as Exhibit 10.5 to the Issuer's Registration Statement on Form S-1/A as filed with the Commisson on January 7, 2026 (SEC File No. 333-292283) and incorporated herein by reference). Exhibit 6: Form of Indemnification Agreement (filed as Exhibit 10.6 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on January 7, 2026 (SEC File No. 333-292283) and incorporated herein by reference). Exhibit 7: Power of Attorney (Reporting Individual) (filed herewith).