Page 7 of 10 – SEC Filing
Item 1. Security and Issuer.
This Schedule 13D (this “Statement”)
is filed with respect to the common stock, par value $0.001 per share (“Common Stock”), of Molecular Templates,
Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer
is 9301 Amberglen Blvd., Suite 100, Austin, Texas 78729.
On August 1, 2017, the Issuer, formerly
known as Threshold Pharmaceuticals, Inc., completed a business combination with a corporation then known as “Molecular Templates,
Inc.” (“Private Molecular”) in accordance with the terms of an Agreement and Plan of Merger and Reorganization,
dated as of March 16, 2017, by and among the Issuer, Trojan Merger Sub, Inc. (“Merger Sub”) and Private
Molecular (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Private Molecular,
with Private Molecular surviving as a wholly owned subsidiary of the Issuer (the “Merger”). Following completion
of the Merger, the Issuer changed its name to “Molecular Templates, Inc.” and the business conducted by the Issuer
became primarily the business conducted by Private Molecular. In connection with, and prior to the completion of, the Merger, the
Issuer effected an 11-for-1 reverse stock split of the Common Stock (the “Reverse Stock Split”).
Item 2. Identity and Background.
(a) This
Statement is being filed on behalf of entities Longitude Venture Partners III, L.P. (“Longitude Venture
III”), and Longitude Venture III’s sole general partner Longitude Capital Partners III, LLC
(“Longitude Capital III”, and each of Longitude Capital III and Longitude Venture III,
a “Reporting Entity”), and individuals David Hirsch, Patrick G. Enright and Juliet Tammenoms
Bakker (each a “Reporting Individual,” and each Reporting Entity or Reporting Individual,
a “Reporting Person”). The agreement among the Reporting Persons to file jointly in accordance with
the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.
Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of
such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly
by such Reporting Person.
(b) The
address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is 2740 Sand Hill
Road, 2nd Floor, Menlo Park, California 94025.
(c) Each
Reporting Entity is a venture capital investment entity. Each Reporting Individual is engaged through venture capital investment
entities in acquiring, holding and disposing of interests in various companies for investment purposes. The Reporting Individuals
are members of Longitude Capital III, and Mr. Enright and Ms. Bakker are the managing members of Longitude Capital
III and together constitute all officers and directors of Longitude Capital III, the general partner of Longitude Venture III.
In addition, Dr. Hirsch has served as a member of the Board of Directors of the Issuer (the “Board”)
since August 1, 2017.
(d) During
the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None
of the Reporting Persons are, nor during the last five years have been, 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.
(f) Longitude
Capital III is a limited liability company organized under the laws of the State of Delaware. Longitude Venture III is a limited
partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a citizen of the United States
of America.
Item
3. Source and Amount of Funds or Other Consideration.
On
August 1, 2017, following completion of the Merger, the Issuer entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with certain investors, including Longitude Venture III, pursuant to which the Issuer sold to such
investors an aggregate of 5,793,063 units (the “Units”) having an aggregate purchase price of $40.0 million.
Each Unit consisted of (i) one share of Common Stock and (ii) a warrant (collectively, the “Warrants”)
to purchase 0.50 shares of Common Stock (such transaction, the “Financing”). The Financing was effected
pursuant to equity commitment letter agreements entered into between the Issuer and each of the investors in the Financing in
March and June of 2017. The purchase price per Unit was $6.9048 (giving effect to the Reverse Stock Split). The Warrants will
be exercisable for a period of seven years from the date of their issuance at a per-share exercise price of $6.8423 (which exercise
price shall be payable in cash or through a “cashless” exercise mechanic), subject to certain adjustments as specified
in the Warrants.
