Filing Details

Accession Number:
0001193125-19-187440
Form Type:
13D Filing
Publication Date:
2019-07-01 16:48:04
Filed By:
Novo Holdings A/s
Company:
Morphic Holding Inc. (NASDAQ:MORF)
Filing Date:
2019-07-01
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Novo Holdings A S 2,645,446 0 2,645,446 0 2,645,446 8.94%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Morphic Holding, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

61775R105

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 26, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (the 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.: 61775R105

 

  1.   

Name of Reporting Person:

 

Novo Holdings A/S

  2.  

Check the Appropriate Box if a Member of Group (See Instructions):

(a)          (b)  

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds:

 

WC

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  6.  

Citizenship or Place of Organization:

 

Denmark

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

 

     7.    

Sole Voting Power:

 

2,645,446

     8.   

Shared Voting Power:

 

0

     9.   

Sole Dispositive Power:

 

2,645,446

   10.   

Shared Dispositive Power:

 

0

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,645,446

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares:

 

13.  

Percent of Class Represented By Amount In Row (11):

 

8.94% (1)

14.  

Type of Reporting Person:

 

CO

 

(1)

Based upon 29,596,383 shares of the Issuers Common Stock outstanding after the Issuers initial public offering, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (SEC) on June 27, 2019.

 

2


Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock), of Morphic Holding, Inc., a Delaware corporation (the Issuer). The Issuers principal executive office is located at 35 Gatehouse Drive, A2, Waltham, Massachusetts 02451.

 

Item 2.

Identity and Background

 

  (a)

Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the Foundation), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundations assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S. Nilesh Kumar, Ph.D. is employed as a partner at Novo Ventures (US), Inc. and was designated to the board of directors of the Issuer by Novo Holdings A/S in July 2017. Dr. Kumar is not deemed to be a beneficial owner of the securities held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

 

  (b)

The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

 

  (c)

Novo Holdings A/S, a holding company that is responsible for managing the Foundations assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

 

  (d)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

 

  (e)

Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was 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

Prior to the Issuers initial public offering (the IPO), Novo Holdings A/S held the following securities of the Issuer:

 

  (i)

In September 2018, Novo Holdings A/S purchased 1,978,779 shares of Series B convertible preferred units of Morphic Holding, LLC for $7.58 per unit and an aggregate purchase price of approximately $15 million. The purchase price for these units was paid from the working capital of Novo Holdings A/S.

 

  (ii)

On December 4, 2018, the Issuer completed a series of transactions, or the Reorganization, pursuant to which Morphic Holding, LLC was converted in a tax-free exchange into Morphic Holding, Inc., the Issuer. In connection with the Reorganization, each of the Series B convertible

 

3


  preferred units of Morphic Holding, LLC held by Novo Holdings A/S converted into one share of Series B convertible preferred stock for a total of 1,978,779 shares of Series B convertible preferred stock of the Issuer held by Novo Holdings A/S after the Reorganization. Each share of Series B convertible preferred stock converts automatically into one share of Common Stock upon the completion of the Issuers IPO.

On June 28, 2019, the closing date of the IPO:

 

  (i)

Novo Holdings A/S held an aggregate of 1,978,779 shares of Common Stock from the conversation of the Series B convertible preferred stock that occurred automatically upon the closing of the IPO; and

 

  (ii)

Novo Holdings A/S purchased 666,667 additional shares of Common Stock from the underwriters at $15.00 per share for an aggregate purchase price of approximately $10 million pursuant to the provisions of the Underwriting Agreement among the Issuer and the several underwriters for the IPO. The purchase price of these purchased shares was paid by Novo Holdings A/S from its working capital. Following these purchases in the IPO, Novo Holdings A/S held a total of 2,645,446 shares of Common Stock.

 

Item 4.

Purpose of Transaction

The acquisitions of Issuer securities made by Novo Holdings A/S, as described in this Schedule 13D, were for investment purposes. Novo Holdings A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo Holdings A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo Holdings A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions.

Nilesh Kumar, Ph.D. is employed as a partner at Novo Ventures (US), Inc. and was designated to the board of directors of the Issuer by Novo Holdings A/S in July 2017. Dr. Kumar is not deemed to be a beneficial owner of the securities held by Novo Holdings A/S. Dr. Kumar may engage in communications with the Issuers other directors and members of management, and stockholders and third parties regarding the corporate governance, business, operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals regarding the same.

Other than as described herein, Novo Holdings A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, Novo Holdings A/S may review or reconsider or change its purpose or formulate different plans, strategies or proposals with respect thereto at any time.

 

Item 5.

Interest in Securities of the Issuer

(a)    Novo Holdings A/S beneficially owns 2,645,446 shares of Common Stock (the Novo Shares) representing approximately 8.94% of the Issuers outstanding shares of Common Stock, based upon 29,596,383 shares of the Issuers Common Stock outstanding after the Issuers IPO, as reported in the Issuers prospectus (Form 424B4) filed with the SEC on June 27, 2019.

(b)    Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the Novo Board), has the sole power to vote and dispose of the Novo Shares. The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares.

(c)    Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuers Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuers Common Stock within the past 60 days.

 

4


(d)    Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuers Common Stock held in the name of the Novo Holdings A/S and reported herein.

(e)    Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the terms of an Investors Rights Agreement with the Issuer dated December 5, 2018, certain holders of the Issuers common stock, including Novo Holdings A/S, is entitled to rights with respect to the registration of their shares of Common Stock (the registerable securities) under the Securities Act of 1933, as amended. Beginning 180 days after the completion of the IPO, the holders of not less than 40% of the then-outstanding registrable securities have demand rights to request the registration on Form S-1 of their registrable securities, provided the anticipated aggregate offering price, net of selling expenses, would exceed $10.0 million. The Issuer is required to file up to two registration statements that are declared effective upon exercise of these demand registration rights. In addition, the holders of at least 10% of the then-outstanding registrable securities can request that the Issuer register all or part of their shares on Form S-3 if the Issuer is eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered, net of selling expenses, is at least $3.0 million. The stockholders may only require two registration statements on Form S-3 in a 12-month period. If the Issuer registers any of its securities for public sale, holders of then-outstanding registrable securities or their permitted transferees will have the right to include their registrable securities in such registration statement, subject to certain exclusions. All of these registration rights will expire, with respect to any particular holder, on the earliest to occur of (a) the closing of a deemed liquidation event, as defined in the Issuers restated certificate of incorporation, (b) at such time that all of the holders registrable securities can be sold without limitation in any three-month period without registration in compliance with Rule 144, and (c) seven years following the completion of the Issuers IPO.

Also in accordance with the terms of the Investors Rights Agreement, certain stockholders, including Novo Holdings A/S, have the right, so long as the investor holds any shares of Common Stock issued from the conversion of the Issuers preferred stock, to attend the Issuers board meetings in a nonvoting observer capacity.

 

Item 7.

Material to be Filed as Exhibits.

Investors Rights Agreement dated December 5, 2018 (incorporated by reference to Exhibit 4.2 to the Issuers Registration Statement on Form S-1/A filed with the SEC on June 14, 2019).

 

5


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: July 1, 2019     Novo Holdings A/S
    /s/ Peter Haahr
    By:   Peter Haahr
    Its:   Chief Financial Officer

Signature Page to Schedule 13D

Novo Holdings: Novo Holdings A/S                    Issuer: Morphic Holding, Inc.


Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

 

Novo Holdings A/S

Name, Title

  

Address

 

Principal Occupation

  

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

   Christianholms Tværvej 27

2930 Klampenborg

Denmark

  Professional Board Director    Denmark

Steen Riisgaard,

Vice Chairman of the Board

   Hestetangsvej 155,

3520 Farum,

Denmark

  Professional Board Director    Denmark

Jean-Luc Butel,

Director

   235 Arcadia Road, #03-04,

28984 Singapore

  Global Healthcare Advisor,

President, K8 Global Pte Ltd.

   Singapore

Jeppe Christiansen,

Director

   Kollemosevej 37,

2830 Virum,

Denmark

  Chief Executive Officer,

Fondsmaeglerselskabet Maj Invest

A/S

   Denmark

Francis Michael Cyprian Cuss,

Director

   111 Rippling Brook Way,

Bernardsville,

NJ 07924

USA

  Former Executive Vice President

and Chief Scientific Officer of

Bristol-Myers Squibb

   United

Kingdom

Viviane Monges,

Director

   Chemin de Craivavers 32,

1012 Lausanne,

Switzerland

  Professional Board Director    France

Kasim Kutay,

Chief Executive Officer of Holdings A/S

   Bredgade 63, 3.th. 1260

Copenhagen K.

Denmark

  Chief Executive Officer of Novo

Holdings A/S

   United

Kingdom

Peter Haahr,

Chief Financial Officer of Novo Holdings A/S

   Ordrup Have 21

2900 Charlottenlund

Denmark

  Chief Financial Officer of Novo

Holdings A/S

   Denmark

Thomas Dyrberg,

Managing Partner Novo Ventures

   Esperance Alle 10B, 2. TH

2920 Charlottenlund

Denmark

  Managing Partner Ventures, Novo

Holdings A/S

   Denmark

Morten Beck Jørgensen,

Managing Director, Financial Investments

   Ellesøpark 20, 2950 Vedbæk

Denmark

  Managing Director, Novo Holdings

A/S Financial Investments

   Denmark

Søren Møller,

Managing Partner, Novo Seeds

   Ved Furesøen 9

2840 Holte

Denmark

  Managing Partner, Novo Seeds,

Novo Holdings A/S

   Denmark

Novo Nordisk Foundation

Name, Title

  

Address

  

Principal Occupation

  

Citizenship

Lars Rebien Sørensen,

Chairman of the Board

   Christianholms Tværvej 27

2930 Klampenborg

Denmark

   Professional Board Director    Denmark

Marianne Philip,

Vice Chairman of the Board

   Tranegårdsvej 5

2900 Hellerup

Denmark

   Attorney    Denmark

Steen Riisgaard,

Director

   Hestetangsvej 155
3520 Farum
Denmark
   Professional Board Director    Denmark

Birgitte Nauntofte, Chief Executive

Officer

   Engbakkevej 24
2920 Charlottenlund

Denmark

   Chief Executive Officer, Novo

Nordisk Foundation

   Denmark

Niels Peder Nielsen, Deputy CEO

   Winthersvej 10, 3480
Fredensborg

Denmark

   Deputy CEO, Novo Nordisk

Foundation

   Denmark

Anne Marie Kverneland,

Director

   Nybrovej 216

2800 Kgs. Lyngby

Denmark

   Laboratory technician, Novo

Nordisk A/S

   Denmark

Lars Bo Køppler,

Director

   Anemonevej 7

3550 Slangerup

Denmark

   Technician, Novozymes A/S    Denmark

Lars Fugger,

Director

   72 Staunton Road,
Headington
OX3 7TP
Great Britain
   Professor, John Radcliffe Hospital,

University of Oxford, Oxford,

Great Britain

   Denmark

Lars Henrik Munch,

Director

   Galionsvej 46

1437 København K

Denmark

   Professional Board Director    Denmark

Mads Boritz Grøn,

Director

   Horsevænget 4

3400 Hillerød

Denmark

   Senior Lead Auditor    Denmark

Liselotte Højgaard,

Director

   Grønningen 21

1270 København K

Denmark

   Professor    Denmark