SCHEDULE 13D
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| CUSIP No. 874038102 |
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Page 15 of 18 |
EXPLANATORY NOTE
Reference is hereby made to the original statement on Schedule 13D
filed with the Securities and Exchange Commission (the
“SEC”) on July 5, 2021 (as amended on August 20,
2021, October 20, 2021 and November 11, 2021, and
January 7, 2022, the “Schedule 13D”) with respect to
the common shares, no par value, and series B-1 shares, no par value, of the Issuer
(the “Common Shares”) and the common shares and ADSs of
Taiwan Liposome Company, Ltd., the Issuer’s predecessor registrant
(“TLC”). TLC has become a wholly-owned subsidiary of the
Issuer in a share swap between the two companies, as part of a
series of related transactions that would result in, among others,
a change of the holding company of the TLC business from Taiwan to
Cayman Islands (the “Restructuring”).
This Amendment is being filed by TLC Biosciences Corp., a Cayman
Islands company (“TLC Biosciences”); Teal Sea Holding Corp.,
a Cayman Islands company (“Teal Sea”); Sea Crest Holding
Corp., a Cayman Islands company (“Sea Crest”, and together
with Teal Sea and TLC Biosciences, the Corporate Owners”);
and Chang-Hai Lin,
Yu-Hua Lin, Chin-Pen Lin, Tai-Ping Wu, Cheng-Hsien Lin,
Chin-Nu Lin, Tien-Huo Che, Yan-Huei Lin, Keelung Hong and George
Yeh (the “Individual Owners”). The purpose of this Amendment
is to reflect changes in the the interest of the Reporting Persons
in the Common Shares subsequent to the most recent filing of the
Schedule 13D (the “Previous Schedule 13D”). Unless otherwise
indicated, all capitalized terms used herein but not defined herein
shall have the same meanings as set forth in the Previous Schedule
13D.
Except as amended and supplemented in this Amendment, the
information set forth in the Schedule 13D remains unchanged.
Item 3: Source and Amount of Funds or Other
Consideration
Item 3 of the Schedule 13D is hereby supplemented as follows:
The Restructuring was financed partly by PAG through PAG’s purchase
of the Note. On February 11, 2022, the Investment Commission,
a regulatory authority in Taiwan, issued the approval to verify the
completion of the Restructuring.
On or around February 17, 2022, as part of a series of
transactions related to the financing of the Restructuring,
additional collateral was provided to PAG to support the repayment
obligations under the Note. These additional collateral include
33,566,797 ordinary shares and 3,000,000 series A-2 shares of TLC Biosciences that are
held by Teal Sea and 1,375,752 ordinary shares of Teal Sea that are
held by George Yeh.
Item 5: Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby replaced in its entirety as
follows:
The Restructuring involved (a) a share exchange between the
Individual Owners and Teal Sea, in which the Individual Owners sold
their Common Shares and Series A Shares to Teal Sea and used the
proceeds to subscribe for shares of Teal Sea (the “Teal Sea
Share Exchange”) and (b) two phases of share exchange
between the other holders of Common Shares and Series A Shares to
Sea Crest and used the proceeds to subscribe for shares of Sea
Crest (the “Sea Crest Share Exchange”). In the
Previous Schedule 13D, the filers reported the shareholding changes
resulting from the Teal Sea Share Exchange and the first phase of
the Sea Crest Share Exchange on December 30, 2021.
In connection with the Sea Crest Share Exchange and other transfer
of shares to shareholders unaffiliated with the Individual Owners,
the voting powers held by Sea Crest and Teal Sea in TLC Biosciences
have changed. Such changes have not affected the control of Sea
Crest and Teal Sea over TLC Biosciences, nor the arrangement agreed
between the two Corporate Owners embodied in the SHA, a copy of
which was filed as an exhibit in the Previous Schedule 13D.