(Amendment No. 1)1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on 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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1 |
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NAME OF REPORTING PERSON |
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Biotechnology Value Fund, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,168,081 |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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1,168,081 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,168,081 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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2.4% |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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BVF I GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,168,081 |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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1,168,081 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,168,081 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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2.4% |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Biotechnology Value Fund II, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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899,537 |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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899,537 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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899,537 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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1.9% |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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BVF II GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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899,537 |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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899,537 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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899,537 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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1.9% |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Biotechnology Value Trading Fund OS LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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103,067 |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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103,067 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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103,067 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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Less than 1% |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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BVF Partners OS Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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|
0 |
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OWNED BY |
|
6 |
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SHARED VOTING POWER |
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EACH |
|
|
|
|
|
REPORTING |
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|
103,067 |
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PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
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0 |
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|
8 |
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SHARED DISPOSITIVE POWER |
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103,067 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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103,067 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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Less than 1% |
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12 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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BVF GP Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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0 |
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OWNED BY |
|
6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,067,618 |
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PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
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|
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0 |
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|
8 |
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SHARED DISPOSITIVE POWER |
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2,067,618 |
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|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,067,618 |
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|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
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|
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
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|
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|
4.3% |
|
|
12 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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|
BVF Partners L.P. |
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
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|
(b) ☐ |
|
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3 |
|
SEC USE ONLY |
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|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
2,205,089 |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,205,089 |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,205,089 |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
4.6% |
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
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|
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PN, IA |
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1 |
|
NAME OF REPORTING PERSON |
|
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|
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|
BVF Inc. |
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
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|
|
|
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|
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|
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|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
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|
|
|
|
|
|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
2,205,089 |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,205,089 |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,205,089 |
|
|
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
4.6% |
|
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12 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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Mark N. Lampert |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,205,089 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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0 |
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SHARED DISPOSITIVE POWER |
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2,205,089 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,205,089 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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4.6% |
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12 |
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TYPE OF REPORTING PERSON |
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IN |
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| Item 1(a). | Name of Issuer: |
IDEAYA Biosciences, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
7000 Shoreline Court, Suite 350
South San Francisco, California 94080
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS LP (“Trading
Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value (the “Shares”)
45166A102
| Item 3. | If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
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/x/ |
Not applicable. |
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(a) |
/ / |
Broker or dealer registered under Section 15 of the Exchange Act. |
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(b) |
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Bank as defined in Section 3(a)(6) of the Exchange Act. |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act. |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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(f) |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
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(i) |
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
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(j) |
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A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
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(k) |
/ / |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount beneficially owned: |
As of the close of business on December 31,
2022, (i) BVF beneficially owned 1,168,081 Shares, (ii) BVF2 beneficially owned 899,537 Shares, and (iii) Trading Fund OS beneficially
owned 103,067 Shares.
BVF GP, as the general partner of BVF, may
be deemed to beneficially own the 1,168,081 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may
be deemed to beneficially own the 899,537 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading
Fund OS, may be deemed to beneficially own the 103,067 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF
GP and BVF2 GP, may be deemed to beneficially own the 2,067,618 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF,
BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,205,089 Shares beneficially owned
in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”),
including 34,404 Shares held in the Partners Managed Account.
BVF Inc., as the general partner of Partners,
may be deemed to beneficially own the 2,205,089 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of
BVF Inc., may be deemed to beneficially own the 2,205,089 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims
beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned
by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial
ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership
of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement
shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based on 48,113,501
Shares outstanding as of November 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 8, 2022.
As of the close of business on December 31,
2022, (i) BVF beneficially owned approximately 2.4% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 1.9% of the
outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially
own approximately 2.4% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 1.9% of the outstanding
Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially
own approximately 4.3% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially
own approximately 4.6% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1 to the Schedule 13G filed
with the Securities and Exchange Commission on May 2, 2022.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of the undersigned
certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to
the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 2023
BIOTECHNOLOGY VALUE FUND, L.P. |
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BIOTECHNOLOGY VALUE TRADING FUND OS LP |
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By: |
BVF I GP LLC, its general partner |
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By: |
BVF Partners L.P., its investment manager |
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By: |
BVF Inc., its general partner |
By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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By: |
/s/ Mark N. Lampert |
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Chief Executive Officer |
|
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Mark N. Lampert |
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President |
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BVF I GP LLC |
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BVF GP HOLDINGS LLC |
By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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By: |
/s/ Mark N. Lampert |
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Chief Executive Officer |
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Mark N. Lampert |
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Chief Executive Officer |
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BIOTECHNOLOGY VALUE FUND II, L.P. |
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BVF PARTNERS L.P. |
By: |
BVF II GP LLC, its general partner |
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By: |
BVF Inc., its general partner |
By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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By: |
/s/ Mark N. Lampert |
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Chief Executive Officer |
|
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Mark N. Lampert |
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President |
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BVF II GP LLC |
|
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BVF INC. |
By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
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Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
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President |
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BVF PARTNERS OS LTD. |
|
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/s/ Mark N. Lampert |
By: |
BVF Partners L.P., its sole member |
|
MARK N. LAMPERT |
By: |
BVF Inc., its general partner |
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By: |
/s/ Mark N. Lampert |
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Mark N. Lampert |
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|
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President |
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