Statement of Ownership (sc 13g)
September 24 2020 - 04:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CymaBay Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
23257D103
(CUSIP Number)
September 14, 2020
(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.
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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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1 |
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Name of reporting persons.
Boxer Capital, LLC
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2 |
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Check the appropriate box if a member of a group.
(See instructions)
(a) ☐ (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.
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.
4,000,000
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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.
4,000,000
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9 |
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Aggregate amount beneficially owned by each reporting person.
4,000,000
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10 |
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Check box if the aggregate amount in row (9) excludes certain
shares (see instructions).
☐
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11 |
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Percent of class represented by amount in row (9).
5.8%*
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12 |
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Type of reporting person
OO
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| * |
Based on 68,887,092 shares of Common Stock outstanding
as of July 31, 2020, as set forth in the Issuer’s quarterly report
on Form 10-Q filed with the US Securities and Exchange Commission
on August 10, 2020.
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1 |
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Name of reporting persons.
Boxer Asset Management Inc.
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2 |
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Check the appropriate box if a member of a group.
(See instructions)
(a) ☐ (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.
Bahamas
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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.
4,000,000
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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.
4,000,000
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9 |
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Aggregate amount beneficially owned by each reporting person.
4,000,000
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10 |
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Check box if the aggregate amount in row (9) excludes certain
shares (see instructions).
☐
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11 |
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Percent of class represented by amount in row (9).
5.8%*
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12 |
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Type of reporting person
CO
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| * |
Based on 68,887,092 shares of Common Stock outstanding
as of July 31, 2020, as set forth in the Issuer’s quarterly
report on Form 10-Q filed
with the US Securities and Exchange Commission on August 10,
2020.
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1 |
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Name of reporting persons.
Joe Lewis
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2 |
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Check the appropriate box if a member of a group.
(See instructions)
(a) ☐ (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.
United Kingdom
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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.
4,000,000
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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.
4,000,000
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9 |
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Aggregate amount beneficially owned by each reporting person.
4,000,000
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10 |
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Check box if the aggregate amount in row (9) excludes certain
shares (see instructions).
☐
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11 |
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Percent of class represented by amount in row (9).
5.8%*
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12 |
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Type of reporting person
IN
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| * |
Based on 68,887,092 shares of Common Stock outstanding
as of July 31, 2020, as set forth in the Issuer’s quarterly
report on Form 10-Q filed
with the US Securities and Exchange Commission on August 10,
2020.
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Item 1(a). |
Name of Issuer:
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CymaBay Therapeutics, Inc. (the “Issuer”)
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Item 1(b). |
Address of Issuer’s Principal Executive
Offices:
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7575 Gateway Blvd, Suite 110
Newark, CA 94560
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Item 2(a). |
Name of Person Filing:
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This Schedule 13G is jointly filed by Boxer Capital, LLC (“Boxer
Capital”), Boxer Asset Management Inc. (“Boxer Management”) and Joe
Lewis (collectively, the “Reporting Persons”). Boxer Management is
the managing member and majority owner of Boxer Capital. Joe Lewis
is the sole indirect beneficial owner of and controls Boxer
Management.
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Item 2(b). |
Address of Principal Business Office, or, if none,
Residence:
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The principal business address of Boxer Capital is: 11682 El Camino
Real, Suite 320, San Diego, CA 92130. The principal business
address of Boxer Management and Joe Lewis is: Cay House, EP Taylor
Drive N7776, Lyford Cay, New Providence, Bahamas.
Boxer Capital is a limited liability company organized under the
laws of Delaware. Boxer Management is a corporation organized under
the laws of the Bahamas. Joe Lewis is a citizen of the United
Kingdom.
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Item 2(d). |
Title of Class of Securities:
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Common Stock, par value $0.0001 per share (the “Common Stock”)
23257D103
| 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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Not applicable.
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(a) |
Amount beneficially owned:
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Boxer, Boxer Management and Joe Lewis beneficially own 4,000,000
shares of Common Stock.
The number of shares of Common Stock beneficially owned by the
Reporting Persons represent 5.8% of the Issuer’s outstanding Common
Stock (based on 68,887,092 shares of Common Stock outstanding as of
July 31, 2020, as set forth in the Issuer’s quarterly report
on Form 10-Q filed with the
US Securities and Exchange Commission on August 10, 2020).
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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None of the Reporting Persons has sole power to vote or to direct
the vote of any shares of Common Stock.
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(ii) |
Shared power to vote or to direct the vote:
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Boxer Capital, Boxer Management and Joe Lewis have shared power to
vote or to direct the vote of the 4,000,000 shares of Common Stock
they beneficially own.
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(iii) |
Sole power to dispose or to direct the disposition
of:
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None of the Reporting Persons has sole power to dispose or to
direct the disposition of any shares of Common Stock.
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(iv) |
Shared power to dispose or to direct the disposition
of:
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Boxer Capital, Boxer Management and Joe Lewis have shared power to
dispose or to direct the disposition of the 4,000,000 shares of
Common Stock they beneficially own.
| Item 5. |
Ownership of Five Percent or Less of a
Class.
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person.
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Only Boxer Capital has the right to receive dividends and the
proceeds from the sale of the shares of Common Stock held by Boxer
Capital.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the
Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
(c) By signing below I certify that, to the best of my 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, other
than activities solely in connection with a nomination under §
240.14a-11.
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| Exhibits |
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| 1 |
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Joint Filing Agreement, dated September 24,
2020, among the Reporting Persons. |
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.
September 24, 2020
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| BOXER CAPITAL, LLC |
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| By: |
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/s/ Aaron I. Davis
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| Name: |
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Aaron I. Davis |
| Title: |
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Authorized Signatory |
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| BOXER ASSET MANAGEMENT INC. |
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| By: |
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/s/ Jason Callender
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| Name: |
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Jason Callender |
| Title: |
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Director |
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| JOSEPH C. LEWIS |
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/s/ Joseph C. Lewis
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| Joseph C. Lewis, Individually |
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