| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement
(Month/Day/Year) 10/14/2026 | 3. Issuer Name and Ticker or Trading Symbol
Iambic Therapeutics, Inc. [ IAM ] Foreign Trading Symbol | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,730,465 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (1) | 04/17/2033 | Common Stock | 39,083 | 3 | D | |
| Employee Stock Option (right to buy) | (2) | 08/07/2034 | Common Stock | 137,696 | 6.47 | D | |
| Employee Stock Option (right to buy) | (3) | 08/07/2034 | Common Stock | 137,697 | 6.47 | D | |
| Employee Stock Option (right to buy) | (4) | 03/03/2036 | Common Stock | 136,025 | 8.73 | D | |
| Performance Share Units | (5) | (6) | Common Stock | 317,394 | (7) | D | |
| Explanation of Responses: |
| 1. The option is subject to an early exercise provision and is immediately exercisable. Twenty-five percent of the shares subject to the option vested on March 1, 2024 and 1/48th of the shares vest monthly thereafter. |
| 2. The shares subject to the option vest in 48 equal monthly installments beginning on July 1, 2023. |
| 3. The option is subject to certain performance metrics. Prior to the date on which the reporting person became subject to Section 16, 50% of the shares subject to the option vested. The remaining 50% vest upon the Issuer's submission to the FDA of an IND application relating to cyclin-dependent kinase, as determined by the administrator of the Issuer's 2020 Equity Incentive Plan in accordance with the terms of the award. |
| 4. The shares subject to the option vest in 48 equal monthly installments beginning on March 23, 2026. |
| 5. The performance-based restricted stock units, or PSUs, vest upon the satisfaction of certain milestones and a liquidity event. The milestone requirement will be satisfied upon the earlier of (i) (a) the first dosing of a subject in a human clinical trial for the Issuer's product targeting HER2 ("HER2 Product"), together with prior data and information concerning such product, would be sufficient to support the filing of a Marketing Authorization Application in the U.S. or (b) a foreign clinical trial that is equivalent to clause (a), including any clinical trial indicated to be a Phase 3 trial, (ii) entering into a partnering transaction in which the Issuer grants to a non-affiliate third party exclusive rights to commercialize (or any co-commercialization rights in) a HER2 Product in the U.S. and/or European Union, or (iii) a change in control. The liquidity event was satisfied on October 14, 2026, the effective date of the Issuer's initial public offering of common stock. |
| 6. The event deadline is March 3, 2033. |
| 7. Each PSU represents a contingent right to receive one share of Issuer common stock. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Sunny Chang, by power of attorney | 10/14/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Iambic Therapeutics, Inc. (the “Company”), hereby constitutes and appoints Sunny Chang, Dean Geruntino, Jonathan Golightly and Katerina Karaoglanova, and each of them, as the undersigned’s true and lawful attorney-in-fact to:
1.
complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and
2.
do all acts necessary in order to file such forms with the SEC, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of September, 2026.
Signature: /s/ Frederick R. Manby
Print Name: Frederick R. Manby