SEC Filing - Bambusa Therapeutics, Inc.

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SEC FORM 3SEC 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^*

Xu Shanshan

(Last)

(First)

(Middle)

C/O BAMBUSA THERAPEUTICS, INC.

22 BOSTON WHARF ROAD, FLOOR 7

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2026

3. Issuer Name and Ticker or Trading Symbol
Bambusa Therapeutics, Inc. [ BBTX ]
Foreign Trading Symbol

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

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

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	823,919	I	See footnote⁽¹⁾
Common Stock	7,415,280	I	See footnote⁽²⁾

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)
Stock Option (right to buy)	⁽³⁾	12/18/2029	Common Stock	245,181	0.37	D
Stock Option (right to buy)	⁽⁴⁾	08/15/2035	Common Stock	167,124	1.84	D
Series Seed Plus Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	4,155	⁽⁵⁾	I	See footnote⁽¹⁾
Series Seed Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	10,450	⁽⁵⁾	I	See footnote⁽¹⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,753	⁽⁵⁾	I	See footnote⁽¹⁾
Series Seed Plus Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	37,399	⁽⁵⁾	I	See footnote⁽²⁾
Series Seed Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	94,050	⁽⁵⁾	I	See footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	15,789	⁽⁵⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Xu Shanshan

(Last)

(First)

(Middle)

C/O BAMBUSA THERAPEUTICS, INC.

22 BOSTON WHARF ROAD, FLOOR 7

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MiNeng, Inc.

(Last)

(First)

(Middle)

C/O BAMBUSA THERAPEUTICS, INC.

22 BOSTON WHARF ROAD, FLOOR 7

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares held by The Shanshan Xu 2025 Irrevocable Family Trust ("Xu Trust"). The Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the Xu Trust.

2. Shares held by MiNeng, Inc. ("MiNeng"). The Reporting Person is the President and sole stockholder of MiNeng and therefore has sole voting and dispositive power with regard to the shares held by MiNeng.

3. Subject to the Reporting Person continuing to be an Employee (as defined in the Issuer's 2024 Stock Plan) through each applicable date, one forty-eighth (1/48th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean May 1, 2024.

4. Subject to the Reporting Person continuing to be an Employee (as defined in the Issuer's 2024 Stock Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean June 19, 2025.

5. All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock.

Remarks:

Co-Founder, Chief Executive Officer, President, and Chairperson; Exhibit 24 - Power of Attorney

	/s/ Jonathan I. Lieber, as attorney-in-fact	10/29/2026
	** 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.

ex24-10292026_081006.htm

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jonathan I. Lieber and Crystal MacKay, or either of them acting singly, and with full power of substitution and re-substitution, the undersigned's true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

1. Prepare, execute and submit to the Securities and Exchange Commission ("SEC"), Bambusa Therapeutics, Inc. (the "Company"), and/or any national securities exchange on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney- in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 ("Rule 144"), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

2. Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

Exhibit 24

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on October 26, 2026.

Signature: /s/ Shanshan Xu

Print Name: Shanshan Xu

ex24-10292026_081011.htm

Exhibit 24

POWER OF ATTORNEY

The undersigned acknowledges that:

Exhibit 24

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on October 26, 2026.

MiNeng, Inc.

Signature: /s/ Shanshan Xu

Print Name and Title: Shanshan Xu, President