Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 04:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Genocea Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
372427104
(CUSIP Number)
December 31, 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:
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*
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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
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).
CUSIP No. 372427104
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1
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NAMES OF REPORTING PERSONS
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Vivo Opportunity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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613,437 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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613,437 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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613,437 (1)
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The number represents 613,437 shares of common stock, $0.001
par value (the “Common Stock”), of Genocea Biosciences, Inc. (the “Issuer”), issuable upon exercise of
1,226,874 Class A warrants. The securities are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general
partner of Vivo Opportunity Fund, L.P.
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(2)
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Based on (a) 51,635,257 shares of Common Stock of the Issuer
outstanding as of October 27, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on October 29, 2020, and (b) 613,437 shares of common stock issuable upon exercise of 1,226,874 Class
A warrants.
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Item 1. (a)
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Name of Issuer:
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Genocea
Biosciences, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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Cambridge
Discovery Park, 100 Acorn Park Drive, 5th Floor, Cambridge, MA 02140
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Item 2. (a)
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Name of Person Filing:
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Vivo Opportunity, LLC
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(b)
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Address of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Opportunity, LLC is a Delaware limited liability company.
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(d)
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Title of Class of Securities:
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Common Stock
372427104
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Item 3.
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If This Statement
is Filed Pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), Check
Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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☐
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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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☐
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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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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(l)(ii)(K).
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If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution:
________________
Not Applicable.
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(a)
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Amount Beneficially
Owned:
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The
warrants are held of record by Vivo Opportunity Fund, L.P.
Vivo
Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Gaurav Aggarwal,
Shan Fu, Frank Kung and Michael Chang, none of whom has individual voting or investment power with respect to these warrants and
each of whom disclaims beneficial ownership of such warrants.
1.2%
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(c)
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Number of shares
as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 613,437
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: 613,437
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(iv)
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Shared
power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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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 5 percent of the class of securities,
check the following ☒.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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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.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
applicable.
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 §240.14a11.
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.
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Vivo Opportunity, LLC
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February 12, 2021
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(Date)
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/s/ Gaurav Aggarwal
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(Signature)
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Managing Member
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(Title)
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5
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