Aktis Oncology, Inc.
11.90%
6,344,114
2035832
00973N102
Jan 11, 2026
Jan 15, 2026, 06:02 AM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Eli Lilly and Company | CO | 11.90% | 6,344,114 | 6,344,114 | 0 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
Aktis Oncology, Inc.
17 DRYDOCK AVENUE, SUITE 17-401, BOSTON, MA, 02210
Eli Lilly and Company
Lilly Corporate Center Indianapolis, Indiana 46285
The principal business of Eli Lilly and Company is the discovery, development, manufacturing, marketing and sale of pharmaceutical products worldwide. The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of the Reporting Person is set forth on Schedule A.
During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Indiana
The Reporting Person beneficially owns an aggregate of 6,344,114 shares of Common Stock of the Issuer, consisting of (a) 788,559 shares of Common Stock that were issued to the Reporting Person at the closing of the Issuer's initial public offering (the "IPO") on January 12, 2026 upon the automatic conversion of (i) 2,500,000 shares of Series A-1 Redeemable Convertible Preferred Stock ("Series A Preferred") acquired prior to the IPO for an aggregate purchase price of $10.0 million and (ii) 500,000 shares of Series B Redeemable Convertible Preferred Stock ("Series B Preferred") acquired prior to the IPO for an aggregate purchase price of $2.0 million; and (b) 5,555,555 shares of Common Stock purchased by the Reporting Person in the IPO at the public offering price of $18.00 per share, for an aggregate purchase price of approximately $100.0 million. The funds used by the Reporting Person to acquire the Series A Preferred, the Series B Preferred and the Common Stock purchased in the IPO consisted of cash on hand.
The Reporting Person directly holds an aggregate of 6,344,114 shares of Common Stock, representing approximately 11.9% of the issued and outstanding shares of Common Stock of the Issuer. Ownership percentages set forth in this Schedule 13D are based upon a total of 53,296,950 shares of Common Stock outstanding as of January 14, 2026, following the consummation of the Issuer's IPO as described in its Prospectus filed under Rule 424(b)(4) of the Securities Act of 1933, as amended, on January 9, 2026, after giving effect to the full exercise of the underwriters' option to purchase an additional 2,647,500 shares of Common Stock, as disclosed in the press release issued by the Issuer on January 13, 2026.
The information included in part (a) of Item 5 above is incorporated by reference herein.
Other than as described in Item 3, the Reporting Person has not purchased or sold any shares of the Issuer's common stock during the past 60 days.
No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
N/A
Investors' Rights Agreement The Reporting Person and certain other stockholders of the Issuer have entered into a Third Amended and Restated Investors' Rights Agreement with the Issuer (the "Investors' Rights Agreement"), which provides such stockholders with customary registration rights under the Securities Act of 1933, including demand registration rights, piggyback registration rights and shelf registration rights. The Issuer is required to pay all expenses, subject to certain conditions and exceptions, relating to the exercise of such registration rights. The Investors' Rights Agreement also contains customary cross-indemnification provisions. The Reporting Person's registration rights will terminate upon the earlier of (i) the closing of certain deemed liquidation events, as defined in the Issuer's certificate of incorporation, (ii) when the Reporting Person beneficially owns (together with its "affiliates," as defined in Rule 144 under the Securities Act of 1933, as amended) less than 1% of the Issuer's outstanding capital stock and is able to sell all of its shares pursuant to Rule 144 or another similar exemption during a three-month period without registration and (iii) the third anniversary of the IPO. Lock-Up Agreement The Reporting Person has entered into a lock-up agreement pursuant to which the Reporting Person has agreed not to, among other things and subject to various exceptions, sell or transfer Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for 180 days after January 8, 2026 without first obtaining the prior written consent of J.P. Morgan Securities LLC, BofA Securities, Inc., Leerink Partners LLC and TD Securities (USA) LLC on behalf of the underwriters. The foregoing descriptions of the Investors' Rights Agreement and the lock-up agreement do not purport to be complete and are qualified in their entirety by reference to the Investors' Rights Agreement and the form of lock-up agreement, listed as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and incorporated by reference herein.
Exhibit 2.1: Third Amended and Restated Investors' Rights Agreement, by and among the Issuer and certain of its stockholders, dated September 20, 2024 (Incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1 (SEC File No. 333-292283), filed with the Securities and Exchange Commission on January 7, 2026). Exhibit 2.2: Form of Lock-Up Agreement (Incorporated by reference to the Form of the Lock-Up Agreement attached as Exhibit D to the Form of the Underwriting Agreement filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-1 (SEC File No. 333-292283), filed with the Securities and Exchange Commission on January 7, 2026).