Aktis Oncology, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Equity Securities

On January 8, 2026, we issued to certain of our employees and directors options to purchase an aggregate of 1,720,277 shares of our common stock at an exercise price per share equal to $18.00 under our 2026 Equity Incentive Plan, or the 2026 Plan. The offers, sales and issuances of the securities described in this paragraph were deemed to be exempt from registration either under Rule 701 promulgated under the Securities Act, or Rule 701, in that the transactions were under compensatory benefit plans and contracts relating to compensation. The recipients of such securities were our employees, directors or consultants and received the securities under the 2026 Plan, as applicable. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about our company. We filed a registration statement on Form S-8 (File No. 333-292679) under the Securities Act on January 12, 2026 to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable pursuant to the 2026 Plan.

On January 12, 2026, immediately prior to the closing of our initial public offering, or the IPO, all of our outstanding shares of convertible preferred stock automatically converted into 32,184,389 shares of our common stock and 1,872,829 shares of our Class A common stock. The issuance of such common stock and Class A common stock upon conversion of the convertible preferred stock was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof, involving an exchange of securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

Use of Proceeds from our Initial Public Offering

On January 8, 2026, the SEC declared effective our registration statement on Form S-1 (File No. 333-292283), as amended, or the Registration Statement, filed in connection with our IPO. Pursuant to the Registration Statement, we registered the offer and sale of 20,297,500 shares of our common stock with a maximum aggregate offering price of approximately $365.4 million. J.P. Morgan Securities LLC, BofA Securities, Inc., Leerink Partners LLC and TD Securities (USA) LLC acted as representatives of the underwriters for the IPO. We received net proceeds of $334.4 million from the sale of 20,297,500 shares of common stock at a price of $18.00 per share, which included 2,647,500 shares of common stock sold pursuant to the underwriters' full exercise of their option to purchase additional shares, after deducting offering costs payable by us of $5.4 million incurred through March 31, 2026. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to our affiliates.

There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act on January 9, 2026. We are holding a significant portion of the balance of the net proceeds in money market funds.