If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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)
1 |
Names of Reporting Persons.
OrbiMed Advisors LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
6,647,598 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
6,647,598 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,647,598 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
15.5%* |
14 |
Type of Reporting Person (See Instructions)
IA |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Capital GP VI LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
748,054 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
748,054 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
748,054 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
1.7%* |
14 |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Capital GP V LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
5,685,259 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
5,685,259 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,259 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
13.2* |
14 |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Genesis GP LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
214,285 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
214,285 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
214,285 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
0.5%* |
14 |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Advisors Israel II Ltd. |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
646,657 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
646,657 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
646,657 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
1.5%* |
14 |
Type of Reporting Person (See Instructions)
CO |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Israel GP II, L.P. |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
646,657 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
646,657 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
646,657 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
1.5%* |
14 |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Israel GP Ltd. |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
1,027,885 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
1,027,885 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,885 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
2.4%* |
14 |
Type of Reporting Person (See Instructions)
CO |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
OrbiMed Israel BioFund Limited Partnership |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
1,027,885 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
1,027,885 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,885 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
2.4%* |
14 |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
Carl L. Gordon |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
1,027,885 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
1,027,885 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,885 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
2.4%* |
14 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
1 |
Names of Reporting Persons.
Erez Chimovits |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o |
|
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions)
AF |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6 |
Citizenship or Place of Organization
State of Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
1,027,885 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
1,027,885 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,885 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
o |
13 |
Percent of Class Represented by Amount in Row (11)
2.4%* |
14 |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
*This percentage is calculated based upon 42,957,586
shares of common stock outstanding of Adicet Bio, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2023 filed with the Securities and Exchange Commission on May 9, 2023.
Item 1. Security and Issuer
This Amendment No. 5 (“Amendment
No. 5”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC and OrbiMed Capital GP
VI LLC (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”)
on January 30, 2018, as amended by Amendment No. 1 filed with the SEC on March 25, 2019, Amendment No. 2 filed with the SEC on September
18, 2020, Amendment No. 3 filed with the SEC on February 19, 2021, and Amendment No. 4 filed with the SEC on December 14, 2021. This Schedule
13D relates to the common stock, par value $0.0001 per share (the “Shares”),
of Adicet Bio, Inc., a corporation organized under the laws of Delaware (the “Issuer”),
with its principal executive offices located at 200 Berkeley Street, 19th Floor, Boston, MA 02116. The Shares are listed on the NASDAQ
Global Market under the ticker symbol “ACET”. Information given in response to each item shall be deemed incorporated by reference
in all other items, as applicable.
This Amendment No. 5 is being
filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) increased by
more than 1% since the last filing following the transactions described in Item 5(c) below.
Item 2. Identity and Background
(a) This Schedule 13D is being
filed by OrbiMed Advisors LLC (“Advisors”), OrbiMed Capital GP V LLC (“GP V”), OrbiMed Capital GP
VI LLC (“GP VI”), OrbiMed Genesis GP LLC (“Genesis GP”), OrbiMed Israel BioFund GP Limited Partnership
(“BioFund”), OrbiMed Israel GP Ltd. (“Israel GP Ltd.”), OrbiMed Israel GP II, L.P. (“Israel
GP II”), OrbiMed Advisors Israel II Limited (“Israel II Limited”), Carl L. Gordon (“Gordon”),
and Erez Chimovits (“Chimovits”) (collectively, the “Reporting Persons”).
(b) — (c), (f) Advisors,
a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act
of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. Advisors
has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
GP V, a limited liability company
organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. GP
VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
GP VI, a limited liability company
organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. GP
VIII has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
Genesis GP, a limited liability
company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6
below. Genesis GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
BioFund, a limited partnership
organized under the laws of Israel, is the general partner of a limited partnership as more particularly described in Item 6 below. BioFund
has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.
Israel GP Ltd., a corporation
organized under the laws of Israel, is the general partner of BioFund. Israel GP Ltd. has its principal offices at 5 Hahoshlim Street,
Building B, 1st Floor, Herzliya Pituach, Israel.
Israel GP II, a limited partnership
organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item
6 below. Israel GP II has its principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.
Israel II Limited, a corporation
organized under the laws of Israel, is the general partner of Israel GP II. Israel II Limited has its principal offices at 5 Hahoshlim
Street, Building B, 1st Floor, Herzliya Pituach, Israel.
Gordon, a citizen of the United
States, is a member of the management and investment committees of certain entities as more particularly described in Item 6 below and
is a member of the Issuer’s board of directors. Gordon has his principal offices at 601 Lexington Avenue, 54th Floor, New York,
New York 10022.
Chimovits, a citizen of the State
of Israel, is a member of the investment committees of certain entities as more particularly described in Item 6 below. Chimovits has
his principal offices at 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach, Israel.
The directors and executive officers
of Advisors, GP V, GP VI, Genesis GP, Israel GP Ltd., BioFund, Israel GP Limited, and Israel GP II are set forth on Schedules I, II, III,
IV, V, VI, VII, and VIII respectively, attached hereto. Schedules I through VIII set forth the following information with respect
to each such person:
(i) name;
(ii) business
address;
(iii) present
principal occupation of employment and the name, principal business and address of any corporation or other organization in which such
employment is conducted; and
(iv) citizenship.
(d) — (e) During the last
five years, neither the Reporting Persons nor any person named in Schedules I through VIII has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Shares were acquired by the
Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s
business on behalf of the Reporting Persons’ respective advisory clients.
The Reporting Persons from time
to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial
condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those
for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review,
the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances
existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because
of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in
privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose
of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open
market or in privately negotiated transactions.
Except as set forth in this Schedule
13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material
change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business
or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action
which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered
or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The following
disclosure is based upon 42,957,586 Shares outstanding of the Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ending March 31, 2023, filed with the SEC on May 9, 2023.
As of the date of this filing,
OrbiMed Private Investments V, LP (“OPI V”), a limited partnership organized under the laws of Delaware, holds 5,685,259
Shares, constituting approximately 13.2% of the issued and outstanding Shares. GP V is the general partner of OPI V, pursuant to
the terms of the limited partnership agreement of OPI V, and Advisors is the managing member of GP V, pursuant to the terms of the limited
liability company agreement of GP V. As a result, Advisors and GP V share power to direct the vote and disposition of the Shares
held by OPI V and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of
the Shares held by OPI V. Advisors exercises this investment and voting power through a management committee comprised of Gordon, Sven
H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI V.
As of the date of this filing,
OrbiMed Private Investments VI, LP (“OPI VI”), a limited partnership organized under the laws of Delaware, holds 748,054
Shares, constituting approximately 1.7% of the issued and outstanding Shares. GP VI is the general partner of OPI VI, pursuant to
the terms of the limited partnership agreement of OPI VI, and Advisors is the managing member of GP VI, pursuant to the terms of the limited
liability company agreement of GP VI. As a result, Advisors and GP VI share power to direct the vote and disposition of the Shares
held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners
of the Shares held by OPI VI. Advisors exercises this investment and voting power through a management committee comprised of Gordon,
Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI.
As of the date of this filing,
OrbiMed Genesis Master Fund, L.P. (“Genesis”), a limited partnership organized under the laws of the Cayman Islands,
holds 214,285 Shares, constituting approximately 0.5% of the issued and outstanding Shares. Genesis GP is the general partner of Genesis,
pursuant to the terms of the limited partnership agreement of Genesis, and Advisors is the managing member of Genesis GP, pursuant to
the terms of the limited liability company agreement of Genesis GP. As a result, Advisors and Genesis GP share power to direct the vote
and disposition of the Shares held by Genesis and may be deemed, directly or indirectly, including by reason of their mutual affiliation,
to be the beneficial owners of the Shares held by Genesis. Advisors exercises this investment and voting power through a management committee
comprised of Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by Genesis.
As of the date of this filing,
OrbiMed Israel Partners Limited Partnership (“OIP”), a limited partnership organized under the laws of Israel, holds
1,027,885 Shares, constituting approximately 2.4% of the issued and outstanding Shares. BioFund is the general partner of OIP, pursuant
to the terms of the limited partnership agreement of OIP, and Israel GP Ltd. is the general partner of BioFund, pursuant to the terms
of the limited partnership agreement of BioFund. As a result, BioFund and Israel GP Ltd. share the power to direct the vote and disposition
of the Shares held by OIP and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial
owners of the Shares held by OIP. Israel GP Ltd. exercises this investment power through an investment committee comprised of Gordon and
Chimovits, each of whom disclaims beneficial ownership of the Shares held by OIP.
As of the date of this filing,
OrbiMed Israel Partners II, L.P. (“OIP II”), a limited partnership organized under the laws of the Cayman Islands,
holds 646,657 Shares, constituting approximately 1.5% of the issued and outstanding Shares. Israel GP II is the general partner of OIP
II, pursuant to the terms of the limited partnership agreement of OIP II, and Israel II Limited is the general partner of Israel GP II,
pursuant to the terms of the limited partnership agreement of Israel GP II. As a result, Israel GP II and Israel II Limited share the
power to direct the vote and disposition of the Shares held by OIP II and may be deemed, directly or indirectly, including by reason of
their mutual affiliation, to be the beneficial owners of the Shares held by OIP II. Israel II Limited exercises this investment power
through an investment committee comprised of Gordon, David Bonita, and Chimovits, each of whom disclaims beneficial ownership of the Shares
held by OIP II.
(c)
Seller |
Date of Transaction |
Transaction |
Number of Shares |
Price Per Share |
OIP |
June 27, 2023 |
Purchase |
49,900 |
$2.10 |
OIP II |
June 27, 2023 |
Purchase |
100,100 |
$2.10 |
OPI V |
June 27, 2023 |
Purchase |
176,900 |
$2.10 |
OPI VI |
June 27, 2023 |
Purchase |
23,100 |
$2.10 |
OIP |
June 27, 2023 |
Purchase |
71,500 |
$2.08 |
OIP II |
June 27, 2023 |
Purchase |
142,800 |
$2.08 |
OPI V |
June 27, 2023 |
Purchase |
252,500 |
$2.08 |
OPI VI |
June 27, 2023 |
Purchase |
33,200 |
$2.08 |
OIP |
June 27, 2023 |
Purchase |
3,600 |
$2.12 |
OIP II |
June 27, 2023 |
Purchase |
7,100 |
$2.12 |
OPI V |
June 27, 2023 |
Purchase |
12,600 |
$2.12 |
OPI VI |
June 27, 2023 |
Purchase |
1,700 |
$2.12 |
Except as disclosed above, none
of the Reporting Persons have effected any transactions in any Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, GP V is the general partner of OPI V, pursuant to the terms of the limited
partnership agreement of OPI V. Pursuant to this agreement and relationship, GP V has discretionary investment management authority
with respect to the assets of OPI V. Such authority includes the power to vote and otherwise dispose of securities held by OPI V. The
number of outstanding Shares attributable to OPI V is 5,685,259 Shares. GP V, pursuant to its authority under the limited partnership
agreement of OPI V, may be considered to hold indirectly 5,685,259 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, GP VI is the general partner of OPI VI, pursuant to the terms of the limited
partnership agreement of OPI VI. Pursuant to this agreement and relationship, GP VI has discretionary investment management authority
with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The
number of outstanding Shares attributable to OPI VI is 748,054 Shares. GP VI, pursuant to its authority under the limited partnership
agreement of OPI VI, may be considered to hold indirectly 748,054 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, Genesis GP is the general partner of Genesis, pursuant to the terms of
the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, Genesis GP has discretionary investment
management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities
held by Genesis. The number of outstanding Shares attributable to Genesis is 214,285 Shares. Genesis GP, pursuant to its authority
under the limited partnership agreement of Genesis, may be considered to hold indirectly 214,285 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, Advisors is the managing member of GP V, GP VI, and Genesis GP, pursuant
to the terms of the limited liability company agreements of GP V, GP VI, and Genesis GP. Pursuant to these agreements and relationships,
Advisors and GP V have discretionary investment management authority with respect to the assets of OPI V, Advisors and GP VI have discretionary
investment management authority with respect to the assets of OPI VI, and Advisors and Genesis GP have discretionary investment management
authority with respect to the assets of Genesis. Such authority includes the power of GP V to vote and otherwise dispose of securities
held by OPI V, GP VI to vote and otherwise dispose of the securities held by OPI VI, and Genesis GP to vote and otherwise dispose of the
securities held by Genesis. The number of outstanding Shares attributable to OPI V is 5,685,259 Shares, the number of outstanding
Shares attributable to OPI VI is 748,054 Shares, and the number of outstanding Shares attributable to Genesis is 214,285 Shares. Advisors,
pursuant to its authority under the terms of the limited liability company agreements of GP V, GP VI, and Genesis GP may also be considered
to hold indirectly 6,647,598 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, BioFund is the general partner of OIP, pursuant to the terms of the limited
partnership agreement of OIP. Israel GP Ltd. is the general partner of BioFund, pursuant to the terms of the limited partnership agreement
of BioFund. Pursuant to these agreements and relationships, Israel GP Ltd. and BioFund have discretionary investment management authority
with respect to the assets of OIP. Such authority includes the power of BioFund to vote and otherwise dispose of securities held by OIP.
The number of outstanding Shares attributable to OIP is 1,027,885 Shares. BioFund, pursuant to its authority under the limited partnership
agreement of OIP, and Israel GP Ltd., pursuant to its authority under the limited partnership agreement of BioFund, may each be considered
to hold indirectly 1,027,885 Shares.
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, Israel GP II is the general partner of OIP II, pursuant to the terms of
the limited partnership agreement of OIP II. Israel II Limited is the general partner of Israel GP II, pursuant to the terms of the limited
partnership agreement of Israel GP II. Pursuant to these agreements and relationships, Israel II Limited and Israel GP II have discretionary
investment management authority with respect to the assets of OIP II. Such authority includes the power of Israel GP II to vote and otherwise
dispose of securities purchased by OIP II. The number of outstanding Shares attributable to OIP II is 646,657. Israel GP II, pursuant
to its authority under the limited partnership agreement of OIP II, and Israel II Limited, pursuant to its authority under the limited
partnership agreement of Israel GP II, may each be considered to hold indirectly 646,657 Shares.
Gordon, a member of Advisors
and director of Israel GP Ltd. and Israel II Limited, is a member of the board of directors of the Issuer and, accordingly, the
Reporting Persons may have the ability to affect and influence control of the Issuer. From time to time, Gordon may receive stock
options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee
directors. Pursuant to an agreement with the Reporting Persons, Gordon is obligated to transfer any securities issued under any such
stock options or other awards, or the economic benefit thereof, to Advisors, GP V, GP VI, Israel GP II, BioFund, Israel GP Ltd.,
and Israel II Limited, which will in turn ensure that such securities or economic benefits are provided to OPI V, OPI VI, OIP, and
OIP II.
Item 7. Material to Be Filed as Exhibits
Exhibit |
Description |
1. |
Joint Filing Agreement between Carl L. Gordon, Erez Chimovits, OrbiMed Advisors LLC, OrbiMed Capital GP V LLC, OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, OrbiMed Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, OrbiMed Advisors Israel II Limited, and OrbiMed Israel GP II, L.P. |
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.
Dated: June 29, 2023 |
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
|
|
|
By: |
/s/ Erez Chimovits |
|
|
|
Name: Erez Chimovits |
|
|
|
|
|
|
ORBIMED ADVISORS LLC |
|
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Member |
|
|
|
|
|
|
ORBIMED CAPITAL GP V LLC |
|
|
|
|
|
|
By: |
ORBIMED ADVISORS LLC, its managing member |
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
ORBIMED CAPITAL GP VI LLC |
|
|
|
|
|
|
By: |
ORBIMED ADVISORS LLC, its managing member |
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
ORBIMED GENESIS GP LLC |
|
|
|
|
|
|
By: |
ORBIMED ADVISORS LLC, its managing member |
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
|
ORBIMED ISRAEL GP LTD. |
|
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Director |
|
|
|
|
|
|
|
ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP |
|
|
|
|
|
|
By: |
ORBIMED ISRAEL GP LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Director of OrbiMed Israel GP Ltd. |
|
|
|
|
|
|
ORBIMED ADVISORS ISRAEL II LIMITED |
|
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Director |
|
|
|
|
|
|
ORBIMED ISRAEL GP II, L.P. |
|
|
|
|
|
|
By: |
ORBIMED ADVISORS ISRAEL II LIMITED, its general partner |
|
|
|
|
|
|
By: |
/s/ Carl L. Gordon |
|
|
|
Name: Carl L. Gordon |
|
|
|
Title: Director of OrbiMed Advisors Israel II Limited |
|
SCHEDULE I
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless
otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name |
Position with Reporting Person |
Principal Occupation |
|
|
|
Carl L. Gordon |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
Sven H. Borho
German and Swedish Citizen |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
W. Carter Neild |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
Geoffrey C. Hsu |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
C. Scotland Stevens |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
David P. Bonita |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
Peter A. Thompson |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
Matthew S. Rizzo |
Member |
Member
OrbiMed Advisors LLC |
|
|
|
Trey Block |
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC |
SCHEDULE II
The business and operations of
OrbiMed Capital GP V LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in
Schedule I attached hereto.
SCHEDULE III
The business and operations of
OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth
in Schedule I attached hereto.
SCHEDULE IV
The business and operations of
OrbiMed Genesis GP LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in
Schedule I attached hereto.
SCHEDULE V
The names and present principal
occupations of each of the executive officers and directors of OrbiMed Israel GP Ltd. are set forth below. Unless otherwise noted, each
of these persons is a United States citizen and has a business address of 5 Hahoshlim Street, Building B, 1st Floor, Herzliya Pituach,
Israel.
Name |
Position with Reporting Person |
Principal Occupation |
|
|
|
Carl L. Gordon |
Director |
Director
OrbiMed Israel GP Ltd. |
|
|
|
Erez Chimovits
Israeli citizen |
Director |
Director
OrbiMed Israel GP Ltd. |
SCHEDULE VI
The business and operations of
OrbiMed Israel BioFund GP Limited Partnership are managed by the executive officers and directors of its general partner, OrbiMed Israel
GP Ltd., set forth in Schedule V attached hereto.
SCHEDULE VII
The names and present principal
occupations of each of the executive officers and directors of OrbiMed Advisors Israel II Limited are set forth below. Unless otherwise
noted, each of these persons is a United States citizen and has a business address of 5 Hahoshlim Street, Building B, 1st Floor, Herzliya
Pituach, Israel.
Name |
Position with Reporting Person |
Principal Occupation |
|
|
|
Carl L. Gordon |
Director |
Director
OrbiMed Advisors Israel II Limited |
|
|
|
David P. Bonita |
Director |
Director
OrbiMed Advisors Israel II Limited |
|
|
|
Erez Chimovits
Israeli citizen |
Director |
Director
OrbiMed Advisors Israel II Limited
|
SCHEDULE VIII
The business and operations of
OrbiMed Israel GP II, L.P. are managed by the executive officers and directors of its managing member, OrbiMed Advisors Israel II Limited,
set forth in Schedule VII attached hereto.
EXHIBIT INDEX
Exhibit |
Description |
1. |
Joint Filing Agreement between Carl L. Gordon, Erez Chimovits, OrbiMed Advisors LLC, OrbiMed Capital GP V LLC, OrbiMed Capital GP VI LLC, OrbiMed Genesis GP LLC, OrbiMed Israel GP Ltd., OrbiMed Israel BioFund GP Limited Partnership, OrbiMed Advisors Israel II Limited, and OrbiMed Israel GP II, L.P. |