OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC filed a Schedule 13D with the SEC on November 6, 2026, disclosing beneficial ownership of 3,589,132 shares of Aspen Neuroscience, Inc. common stock following the company's initial public offering, with the triggering event dated November 2, 2026.

Key Highlights

  • Aggregate beneficial ownership: Both reporting persons each disclose shared beneficial ownership of 3,589,132 shares, representing approximately 12.3% of Aspen Neuroscience's outstanding common stock.
  • IPO share purchase: OrbiMed Private Investments VII, LP (OPI VII) purchased 1,000,000 shares in the IPO at a purchase price of $15.00 per share.
  • Preferred stock conversions: Prior preferred stock holdings across Series Seed-2, A-1, A-2, B, and C converted into common shares on a 1-for-9.8821 basis upon IPO completion.
  • Source of funds: The filing states the source of funds for all purchases was the working capital of OPI VII, with source code listed as "AF" (affiliated funds).
  • Outstanding shares basis: The 12.3% figure is based on 29,078,600 outstanding shares as reported in the issuer's Final Rule 424(b)(4) Prospectus filed October 30, 2026.
  • Investment purpose: According to the filing, the shares were acquired "for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer's business."

OrbiMed's Accumulated Position in Aspen Neuroscience Through and After the IPO

According to the Schedule 13D, OrbiMed Private Investments VII, LP (OPI VII) built its position in Aspen Neuroscience, Inc. through a series of preferred stock purchases spanning November 2018 through September 2025, covering Series Seed-2, Series A-1, Series A-2, Series B, and Series C Convertible Preferred Stock. All outstanding preferred shares converted into common stock on a 1-for-9.8821 basis immediately upon completion of the IPO, the filing states.

At the IPO closing, OPI VII also purchased an additional 1,000,000 shares at $15.00 per share. The two reporting persons, OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, each report shared voting power and shared dispositive power over all 3,589,132 shares, with neither entity reporting any sole voting or sole dispositive power. OrbiMed Advisors LLC is identified as the managing member of OrbiMed Capital GP VII LLC, which in turn is the general partner of OPI VII.

The filing lists nine individual members and officers of OrbiMed Advisors, including Carl L. Gordon, W. Carter Neild, Geoffrey C. Hsu, C. Scotland Stevens, David P. Bonita, Peter A. Thompson, Matthew S. Rizzo, Mona Ashiya, and Trey Block, who is identified as the Chief Financial Officer. The reporting persons state they have not formulated plans related to a merger, change in board composition, or other extraordinary corporate transactions involving the issuer.

What Was Disclosed

OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC disclosed a combined beneficial ownership of 3,589,132 shares, or approximately 12.3%, of Aspen Neuroscience, Inc. common stock via Schedule 13D, following the issuer's IPO, with a triggering event date of November 2, 2026.