SEC FORM 3

SEC Form 3

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^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY,

SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2026

3. Issuer Name and Ticker or Trading Symbol
Generate Biomedicines, Inc. [ GENB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	25,016,458	I	By Flagship VentureLabs VI, LLC⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,168,390	⁽²⁾	I	By Flagship Pioneering Fund VI, L.P.⁽³⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	11,202,248	⁽²⁾	I	By Flagship Pioneering Fund VII, L.P.⁽⁴⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	987,491	⁽²⁾	I	By Nutritional Health LTP Fund, L.P.⁽⁵⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	555,550	⁽²⁾	I	By Flagship Pioneering Fund VI, L.P.⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	833,325	⁽²⁾	I	By Flagship Pioneering Fund VII, L.P.⁽⁴⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,944,427	⁽²⁾	I	By Flagship Pioneering Special Opportunities Fund II, L.P.⁽⁶⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,388,876	⁽²⁾	I	By FPN II, L.P.⁽⁷⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,666,651	⁽²⁾	I	By Flagship Pioneering Fund VII, L.P.⁽⁴⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	833,325	⁽²⁾	I	By Flagship Pioneering Special Opportunities Fund II, L.P.⁽⁶⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,388,876	⁽²⁾	I	By FPN II, L.P.⁽⁷⁾
Stock Option (Right to Buy)	⁽⁸⁾	02/08/2034	Common Stock	32,916	7.25	D
Stock Option (Right to Buy)	⁽⁹⁾	02/20/2035	Common Stock	32,916	9.15	D

1. Name and Address of Reporting Person^*

AFEYAN NOUBAR

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY,

SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship VentureLabs VI LLC

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VI, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Fund VII, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nutritional Health LTP Fund, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flagship Pioneering Special Opportunities Fund II, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FPN II, L.P.

(Last)

(First)

(Middle)

55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Explanation of Responses:

1. Securities held by Flagship VentureLabs VI LLC ("VentureLabs VI"). Flagship VentureLabs VI Manager LLC ("VentureLabs VI Manager") is the manager of VentureLabs VI. Flagship Pioneering, LLC ("Flagship Pioneering") is the manager of VentureLabs VI Manager. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

2. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-1.5190 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.

3. Securities held by Flagship Pioneering Fund VI, L.P. ("Flagship Fund VI"). Flagship Pioneering Fund VI General Partner LLC ("Flagship Fund VI GP") is the general partner of Flagship Fund VI. Flagship Pioneering is the manager of Flagship Fund VI GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

4. Securities held by Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering is the manager of Flagship Fund VII GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

5. Securities held by Nutritional Health LTP Fund, L.P. ("Nutritional LTP"). Nutritional Health LTP Fund General Partner LLC ("Nutritional LTP GP") is the general partner of Nutritional LTP. Flagship Pioneering is the manager of Nutritional LTP GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

6. Securities held by Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP") is the general partner of Flagship Opportunities Fund II. Flagship Pioneering is the manager of Flagship Opportunities Fund II GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

7. Securities held by FPN II, L.P. ("FPN II Fund"). FPN General Partner LLC ("FPN GP") is the general partner of FPN II Fund. Flagship Pioneering is the manager of FPN GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

8. The shares underlying this option vest in sixteen equal quarterly installments following February 1, 2024, subject to the Reporting Person's continued service on each such vesting date.

9. The shares underlying this option vest in sixteen equal quarterly installments following February 1, 2025, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Form 1 of 2: This is the first of two Forms 3 being filed relating to the same event. The Form 3 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 is filed by Designated Filer Noubar Afeyan.

	/s/ Noubar B. Afeyan, Ph.D.	02/26/2026
	Flagship VentureLabs VI LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of Manager	02/26/2026
	Flagship Pioneering Fund VI, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	02/26/2026
	Flagship Pioneering Fund VII, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	02/26/2026
	Nutritional Health LTP Fund, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	02/26/2026
	Flagship Pioneering Special Opportunities Fund II, L.P., By: /s/ Noubar B. Afeyan Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	02/26/2026
	FPN II, L.P., By: /s/ Noubar B. Afeyan, Ph.D., Title: Sole Member and Manager of Manager of Manager of General Partner	02/26/2026
	** 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).
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