SCHEDULE: Vensana Capital Reports 9.9% Stake in SpyGlass Pharma Post-IPO
Beneficial Ownership Report
Vensana Capital I, L.P. and its affiliates have reported a 9.9% beneficial ownership stake in SpyGlass Pharma, Inc. following the company's initial public offering.
Summary
- Vensana Capital I, L.P., Vensana Capital I GP, LLC, Kirk Nielsen, and Peter Justin Klein (Reporting Persons) collectively beneficially own 3,310,619 shares of SpyGlass Pharma, Inc. Common Stock, representing 9.9% of the class.
- Kirk Nielsen, a member of SpyGlass Pharma's board of directors, also holds 1,522 shares subject to exercisable stock options, bringing his total beneficial ownership to 3,312,141 shares, also 9.9%.
- The percentage is based on 33,317,164 shares outstanding after the Issuer's initial public offering, including shares from the underwriters' option exercise, as reported in the February 6, 2026 Prospectus.
- Vensana I acquired shares through various preferred stock purchases between December 2020 and May 2025, totaling approximately $27.29 million, which converted to Common Stock upon the IPO.
- Vensana I also purchased an additional 165,000 shares of Common Stock in the IPO on February 9, 2026, at $16.00 per share, for an aggregate of $2,640,000.
- The Reporting Persons hold these securities for general investment purposes and may increase or decrease their investment based on market conditions and other factors.
- Vensana I is subject to a 180-day lock-up agreement following the underwriting agreement date for the Offering, restricting sales or transfers of its securities.
- Kirk Nielsen, as a director, is entitled to cash and equity compensation, including stock options, and has an indemnification agreement with the Issuer.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting continued institutional confidence in SpyGlass Pharma post-IPO, despite the standard lock-up period.
Positives
- Significant institutional investment from Vensana Capital, a venture capital entity, demonstrating confidence in SpyGlass Pharma.
- Continued investment in the IPO by Vensana I, further signaling belief in the company's prospects.
- Board representation by Kirk Nielsen, a managing director of Vensana GP I, aligns investor and company interests.
- The investment is for "general investment purposes," suggesting a potentially long-term view rather than short-term speculation.
Negatives
- Vensana I is subject to a 180-day lock-up period, preventing immediate liquidity for a significant portion of its shares.
- No explicit plans for active engagement or changes to the Issuer's operations are stated beyond general investment purposes.
Risks
- Future dispositions of shares by Reporting Persons could be influenced by "prevailing market, economic and other conditions," potentially impacting the stock price.
- The lock-up agreement restricts Vensana I's ability to sell shares for 180 days, which could create selling pressure once the lock-up expires.
Future Outlook
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may decide at any time to increase or decrease their investment based on market conditions, the Issuer's business and prospects, other investment opportunities, and economic factors.
Management Comments
- The Reporting Persons hold the securities of the Issuer for general investment purposes.
Industry Context
StockSavvy.ai notes that significant venture capital backing, such as Vensana Capital's substantial pre-IPO and IPO investment, is common for emerging pharmaceutical companies like SpyGlass Pharma. This type of institutional support often signals confidence in the company's long-term potential, particularly in the highly capital-intensive biotech and pharma sectors where development cycles are long and regulatory hurdles are significant.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Compensation Policy | Kirk Nielsen, as a director, is entitled to cash and equity compensation, including stock options, under the Issuer's non-employee director compensation policy, effective upon the Registration Statement's effective date. | 2026-01-30 | Aligns director incentives with shareholder interests through equity awards. |
| Indemnification Agreement | The Issuer has entered into an indemnification agreement with Kirk Nielsen, requiring the Issuer to indemnify him for certain expenses incurred in actions or proceedings arising from his services as a director. | NA | Provides protection to directors, which is standard practice, but shifts some legal risk to the company. |
| Investors' Rights Agreement | Vensana I and other investors have certain registration rights, including the right to demand or request inclusion in a registration statement, following the closing of the Offering. | 2025-05-30 | Grants significant investors liquidity options for their shares, potentially leading to future share sales. |
Related Party Transactions
- Kirk Nielsen, a managing director of Vensana GP I, is also a member of SpyGlass Pharma's board of directors.
- Kirk Nielsen is entitled to receive cash and equity compensation, including stock options, and has an indemnification agreement with the Issuer.
Stakeholder Impact
- Shareholders: The filing indicates a significant institutional investor's continued commitment post-IPO, which could be viewed positively. However, the eventual expiration of the lock-up period could introduce selling pressure.
- Investors: Provides transparency regarding a major shareholder's holdings and intentions.
Next Steps
- Reporting Persons will continue to review their investment in the Issuer on an ongoing basis.
- Reporting Persons may acquire additional shares or dispose of existing securities depending on market conditions and other factors.
- Vensana I is subject to a 180-day lock-up period, after which it may be able to sell or transfer its shares.
Key Dates
| Date | Description |
|---|---|
| 2020-12-01 | Vensana I purchased 4,844,961 shares of Series B Preferred Stock for $1.29 per share. |
| 2022-06-01 | Vensana I purchased 4,844,961 shares of Series B Preferred Stock for $1.29 per share. |
| 2023-07-01 | Vensana I purchased 3,142,015 shares of Series C-1 Preferred Stock for $1.4146 per share. |
| 2025-03-01 | Vensana I purchased 3,142,015 shares of Series C-2 Preferred Stock for $1.7687 per share. |
| 2025-05-01 | Vensana I purchased 2,059,573 shares of Series D Preferred Stock for $2.3269 per share. |
| 2025-05-30 | Vensana I and certain other investors entered into an Amended and Restated Investors' Rights Agreement with the Issuer. |
| 2026-01-16 | Issuer's Registration Statement on Form S-1 initially filed (reference date for Exhibit 5). |
| 2026-01-28 | Issuer effected a reverse stock split of its Common Stock on a one-for-5.7329 basis. |
| 2026-01-29 | Issuer's Statement on Form S-1/A filed (reference date for Exhibits 2, 3, 4). |
| 2026-01-30 | Registration Statement on Form S-1 declared effective by the Commission. |
| 2026-02-06 | Issuer's prospectus on Form 424(b)(4) filed, reporting 33,317,164 shares outstanding post-IPO. |
| 2026-02-09 | Date of event requiring filing of this statement; Vensana I purchased 165,000 shares of Common Stock in the IPO; Preferred Stock automatically converted into Common Stock upon IPO closing. |
| 2026-02-10 | Date of filing of this Schedule 13D. |
Recommendation
holdThis Schedule 13D primarily serves as a disclosure of a significant beneficial ownership stake by Vensana Capital and its affiliates following SpyGlass Pharma's IPO. It confirms institutional backing and board representation, which are generally positive signals. However, it does not contain new operational or financial performance data that would warrant a 'buy' or 'sell' recommendation. The stated purpose is 'general investment purposes,' and the lock-up period prevents immediate liquidity, suggesting a 'hold' stance until further operational updates or financial results are released.
Keywords
SpyGlass Pharma, Vensana Capital, Schedule 13D, beneficial ownership, IPO, initial public offering, common stock, institutional investment, venture capital, Kirk Nielsen, Peter Justin Klein, lock-up agreement, director compensation, equity incentive plan, indemnification agreement
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