Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 8:40AM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
ATAI Life
Sciences N.V.
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
N0731H103
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. N0731H103 |
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Schedule 13G |
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Page 1 of 10 |
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| 1 |
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Names of Reporting Persons
Apeiron Investment Group Ltd. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Malta |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
32,671,702 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
32,671,702 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
32,671,702 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 19.4% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. N0731H103 |
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Schedule 13G |
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Page 2 of 10 |
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| 1 |
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Names of Reporting Persons
Apeiron Presight Capital Fund II, L.P. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,799,302 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,799,302 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,302 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 1.1% |
| 12 |
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Type of Reporting
Person PN |
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| CUSIP No. N0731H103 |
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Schedule 13G |
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Page 3 of 10 |
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| 1 |
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Names of Reporting Persons
Presight Capital Management I, L.L.C. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,799,302 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,799,302 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,302 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 1.1% |
| 12 |
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Type of Reporting
Person OO |
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| CUSIP No. N0731H103 |
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Schedule 13G |
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Page 4 of 10 |
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| 1 |
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Names of Reporting Persons
Fabian Hansen |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Federal Republic of
Germany |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,799,302 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,799,302 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,302 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 1.1% |
| 12 |
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Type of Reporting
Person IN |
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| CUSIP No. N0731H103 |
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Schedule 13G |
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Page 5 of 10 |
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| 1 |
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Names of Reporting Persons
Christian Angermayer |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Federal Republic of
Germany |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
32,671,702 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
32,671,702 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
32,671,702 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 19.4% |
| 12 |
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Type of Reporting
Person IN |
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| CUSIP No. N0731H103 |
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Schedule 13G |
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Page 6 of 10 |
| ITEM 1. |
(a) Name of Issuer: |
ATAI Life Sciences N.V. (the “Issuer”).
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(b) |
Address of Issuer’s Principal Executive Offices: |
ATAI Life Sciences N.V., Wallstraße 16, 10179, Berlin, Germany.
| ITEM 2. |
(a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of:
Apeiron Investment Group Ltd. (“Apeiron”);
Apeiron Presight Capital Fund II, L.P. (“Presight II”);
Presight Capital Management I, L.L.C. (“Presight Management”);
Fabian Hansen; and
Christian
Angermayer.
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(b) |
Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 66 & 67 Amery Street, SLM1707, Sliema, Malta.
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(c) |
Citizenship of each Reporting Person is: |
Presight II and Presight Management are organized under the laws of the State of Delaware. Apeiron is organized under the laws
of Malta. Each of Messrs. Hansen and Angermayer is a German citizen.
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(d) |
Title of Class of Securities: |
Common shares, par value €0.1 per share (“Common Shares”).
N0731H103
Not applicable.
(a-c)
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| CUSIP No. N0731H103 |
|
Schedule 13G |
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Page 7 of 10 |
The ownership information presented below represents beneficial ownership of
the Common Shares of the Issuer as of December 31, 2022, based upon 165,875,307 shares of Common Shares outstanding as of November 4, 2022, as disclosed in the Issuer’s Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 10, 2022.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole power
to vote or to
direct the
vote: |
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Shared power
to vote or to
direct the vote: |
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Sole
power to
dispose or
to direct
the
disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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| Apeiron Investment Group Ltd. |
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32,671,702 |
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19.4 |
% |
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0 |
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32,671,702 |
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0 |
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32,671,702 |
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| Apeiron Presight Capital Fund II, L.P. |
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1,799,302 |
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1.1 |
% |
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0 |
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1,799,302 |
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0 |
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1,799,302 |
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| Presight Capital Management I, L.L.C. |
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1,799,302 |
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1.1 |
% |
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0 |
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1,799,302 |
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0 |
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1,799,302 |
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| Fabian Hansen |
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1,799,302 |
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1.1 |
% |
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0 |
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1,799,302 |
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0 |
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1,799,302 |
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| Christian Angermayer |
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32,671,702 |
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19.4 |
% |
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0 |
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32,671,702 |
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0 |
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32,671,702 |
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Presight II is the record holder of 1,799,302 Common Shares. Apeiron and Fabian Hansen are the
managing members of Presight Management, which is the general partner of Presight II. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities held by Presight II.
In addition, Apeiron is the record holder of 28,505,200 Common Shares and may be deemed to own an additional 2,367,200 Common
Shares underlying convertible notes of the Issuer. Christian Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron.
| ITEM 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
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| CUSIP No. N0731H103 |
|
Schedule 13G |
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Page 8 of 10 |
| ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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| CUSIP No. N0731H103 |
|
Schedule 13G |
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Page 9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2023
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| Apeiron Investment Group, Ltd. |
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| By: |
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/s/ Julien Höfer |
| Name: |
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Julien Höfer |
| Title: |
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Director |
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| Apeiron Presight Capital Fund II, L.P. |
| By: |
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Presight Capital Management I, L.L.C., its general partner |
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| By: |
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/s/ Fabian Hansen |
| Name: |
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Fabian Hansen |
| Title: |
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Managing Member |
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| Presight Capital Management I, L.L.C. |
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| By: |
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/s/ Fabian Hansen |
| Name: |
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Fabian Hansen |
| Title: |
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Managing Member |
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| Fabian Hansen |
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| /s/ Fabian Hansen |
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| Christian Angermayer |
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| /s/ Christian Angermayer |
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| CUSIP No. N0731H103 |
|
Schedule 13G |
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Page 10 of 10 |
LIST OF EXHIBITS
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| Exhibit No. |
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Description |
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| 99 |
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Joint Filing Agreement (previously filed). |
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