Filing Details

  

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(RULE 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. ___)*

 

Checkmate Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)
 

162818108

(CUSIP Number)

 

Nathalie Auber

Sofinnova Investments, Inc.

3000 Sand Hill Road, Bldg 4, Suite 250

Menlo Park, CA 94025

(650) 681-8420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

COPY TO:

Jonathan Goodwin, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

550 Allerton Street, Redwood City, CA 94063

(650) 321-2400

 

August 11, 2020

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

This 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. 162818108

13D

Page 2 of 12

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Venture Partners IX, L.P. (“SVP IX”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨       (b)          x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,606,707 shares, except that Sofinnova Management IX, L.L.C. (“SM IX”), the general partner of SVP IX, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy”), the managing members of SM IX, may be deemed to have shared power to vote these shares.
	8	SHARED VOTING POWER See response to row 7.
	9	SOLE DISPOSITIVE POWER 3,606,707 shares, except that SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power and Powell and Healy, the managing members of SM IX, may be deemed to have shared power to dispose of these shares.
	10	SHARED DISPOSITIVE POWER See response to row 9.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,606,707
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	16.8%
14	TYPE OF REPORTING PERSON	PN

 

 

CUSIP NO. 162818108

13D

Page 3 of 12

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management IX, L.L.C. (“SM IX”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨       (b)          x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,606,707 shares, all of which are owned directly by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell and Healy, the managing members of SM IX, may be deemed to have shared power to vote these shares.
	8	SHARED VOTING POWER See response to row 7.
	9	SOLE DISPOSITIVE POWER 3,606,707 shares, all of which are owned directly by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell and Healy, the managing members of SM IX, may be deemed to have shared dispositive power over these shares.
	10	SHARED DISPOSITIVE POWER See response to row 9.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,606,707
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	16.8%
14	TYPE OF REPORTING PERSON	OO

 

 

CUSIP NO. 162818108

13D

Page 4 of 12

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Michael F. Powell (“Powell”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨       (b)          x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION      U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 3,606,707 shares, all of which are owned directly by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Powell, a managing member of SM IX and a director of the Issuer, may be deemed to have shared voting power to vote these shares.
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,606,707 shares, all of which are owned directly by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Powell, a managing member of SM IX and a director of the Issuer, may be deemed to have shared power to dispose of these shares.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,606,707
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	16.8%
14	TYPE OF REPORTING PERSON	IN

 

 

CUSIP NO. 162818108

13D

Page 5 of 12

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. James I. Healy (“Healy”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨       (b)          x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 3,606,707 shares, all of which are owned directly by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole voting power, and Healy, a managing member of SM IX, may be deemed to have shared voting power to vote these shares.
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 3,606,707 shares, all of which are owned directly by SVP IX. SM IX, the general partner of SVP IX, may be deemed to have sole dispositive power, and Healy, a managing member of SM IX, may be deemed to have shared power to dispose of these shares.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,606,707
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11	16.8%
14	TYPE OF REPORTING PERSON	IN

 

 

CUSIP NO. 162818108

13D

Page 6 of 12

 

Statement on Schedule 13D

 

This Statement on Schedule 13D (“Schedule 13D”) relates to the beneficial ownership of Common Stock, $0.0001 par value per share (“Common Stock”) of Checkmate Pharmaceuticals, Inc., a Delaware corporation (“Issuer”) and is being filed to reflect the acquisition of Common Stock by Sofinnova Venture Partners IX, L.P., a Delaware limited partnership (“SVP IX”), Sofinnova Management IX, L.L.C., a Delaware limited liability company (“SM IX”), Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy” and collectively with SVP IX, SM IX, and Powell, the “Reporting Persons”).

 

ITEM 1.

SECURITY AND ISSUER.

 

(a)      The class of equity securities to which this statement relates is the Common Stock of the Issuer.

 

(b)      The Issuer’s principal executive offices are located at 245 Main Street, 2^nd Floor, Cambridge, Massachusetts 02142.

 

ITEM 2.

IDENTITY AND BACKGROUND.

 

(a)      The persons and entities filing this Schedule 13D are SVP IX, SM IX, Powell, and Healy. SM IX, the general partner of SVP IX, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP IX.

 

(b)      The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, California 94025.

 

(c)      The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP IX is to make investments in private and public companies, and the principal business of SM IX is to serve as the general partner of SVP IX. Powell and Healy are the managing members of SM IX. Powell is a member of the board of directors of the Issuer.

 

(d)      During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)      During the last five years, none of the Reporting Persons has 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)       SVP IX is a Delaware limited partnership. SM IX is a Delaware limited liability company. Powell and Healy are U.S. citizens.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

SVP IX purchased an aggregate 12,500,000 shares of Series A Preferred Stock from the Issuer at a purchase price of $1.00 per share, or $12,500,000 in the aggregate, in multiple closings that occurred between August 2015 and February 2017.

 

SVP IX purchased an aggregate 8,753,350 shares of Series B Preferred Stock from the Issuer at a purchase price of $2.1687 per share, or $18,983,128 in the aggregate, in multiple closings that occurred between June 2017 and January 2020.

 

SVP IX purchased an aggregate 1,208,166 shares of Series C Preferred Stock from the Issuer at a purchase price of $1.6016 per share, or $1,934,999 in the aggregate, in a closing that occurred in June 2020. In addition, in connection with the Issuer’s June 2020 Series C financing, the Issuer issued an additional 2,436,458 shares of Series C Preferred Stock to SVP IX in exchange for a previously issued convertible note with a face amount of approximately $3,870,000 and accrued interest.

  

 

CUSIP NO. 162818108

13D

Page 7 of 12

 

Each share of the Issuer’s Series A Preferred Stock and Series C Preferred Stock automatically converted into shares of Common Stock at a rate of 1 for 7.4771 upon the closing of the Issuer’s initial public offering of Common Stock (the “Offering”) without payment of consideration. The Series A Preferred Stock and Series C Preferred Stock were convertible at any time at the holder’s election and automatically upon the closing of the Offering. The shares had no expiration date.

 

Each share of the Issuer’s Series B Preferred Stock automatically converted into shares of Common Stock at a rate of 1.12256 for 7.4771 upon the closing of the Offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder’s election and automatically upon the closing of the Offering. The shares had no expiration date.

 

In connection with the Offering, SVP IX purchased 133,333 shares of Common Stock at $15.00 per share, or $1,999,995 in the aggregate. Such purchase occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on August 7, 2020 with the Securities and Exchange Commission (the “Prospectus”).

 

Unless noted above, the source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital. Certain purchases by SVP IX were made using its working capital funded partially through a line of credit with Silicon Valley Bank in the normal course of business and then paid down from the proceeds from investor capital calls.

 

Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.

 

ITEM 4.

PURPOSE OF TRANSACTION.

 

The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

 

(a,b)    Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 21,436,730 shares of Common Stock outstanding immediately after the Offering.

 

(c)       Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days.

 

 

CUSIP NO. 162818108

13D

Page 8 of 12

 

(d)       Under certain circumstances set forth in the limited partnership agreement of SVP IX, the general partner and limited partners of SVP IX may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

 

(e)       Not applicable.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

SVP IX is a party to the Second Amended and Restated Investors’ Rights Agreement among the Issuer, SVP IX and other shareholders. Subject to the terms of such Second Amended and Restated Investors’ Rights Agreement, SVP IX can demand that the Issuer file a registration statement or request that its Common Stock be covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances. Such Second Amended and Restated Investors’ Rights Agreement dated as of June 9, 2020 is more fully described in the Prospectus and was filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932), and such description is incorporated herein by reference.

 

In connection with the Offering, SVP IX, Powell and certain other holders of shares of Common Stock have entered into Lock-Up Agreements with the Issuer’s underwriters or otherwise agreed that, without the prior written consent of BofA Securities Inc., Jefferies LLC and BMO Capital Markets Corp., they will not, subject to certain exceptions, during the period ending 180 days after the date of the Prospectus, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by such persons or with respect to which any such person has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Such Lock-Up Agreement is more fully described in the Prospectus and was filed as Exhibit A of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932), and such description is incorporated herein by reference.

 

Powell, in his capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement with the Issuer, as more fully described in the Prospectus and such description is incorporated herein by reference. The form of such Indemnification Agreement is incorporated herein by reference to Exhibit 10.5 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932).

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

 

EXHIBIT A	Agreement of Joint Filing
EXHIBIT B	Power of Attorney
EXHIBIT C	Second Amended and Restated Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932) is incorporated herein by reference.
EXHIBIT D	Form of Lock-Up Agreement described in Item 6, filed as Exhibit A of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932) is incorporated herein by reference.
EXHIBIT E	Form of Indemnification Agreement for directors described in Item 6, filed as Exhibit 10.5 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932) is incorporated herein by reference.

 

 

CUSIP NO. 162818108

13D

Page 9 of 12

 

SIGNATURES

 

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.

 

Date: August 18, 2020
	SOFINNOVA VENTURE PARTNERS IX, L.P., a Delaware Limited Partnership
	By:	SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited Liability Company
	Its:	General Partner
	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact
	SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited Liability Company
	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact
	DR. JAMES I. HEALY
	DR. MICHAEL F. POWELL
	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact

 

 

CUSIP NO. 162818108

13D

Page 10 of 12

  

EXHIBIT INDEX

 

Exhibit		Description
A		Agreement of Joint Filing
B		Power of Attorney
C		Second Amended and Restated Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-234184) is incorporated herein by reference.
D		Form of Lock-Up Agreement described in Item 6, filed as Exhibit A of Exhibit 1.1. to the Issuer’s Form S-1 Registration Statement (File No. 333-239932) is incorporated herein by reference.
E		Form of Indemnification Agreement for directors described in Item 6, filed as Exhibit 10.5 to the Issuer’s Form S-1 Registration Statement (File No. 333-239932) is incorporated herein by reference.

  

 

CUSIP NO. 162818108

13D

Page 11 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Checkmate Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

 

Date: August 18, 2020
	SOFINNOVA VENTURE PARTNERS IX, L.P., a Delaware Limited Partnership
	By:	SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited Liability Company
	Its:	General Partner
	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact
	SOFINNOVA MANAGEMENT IX, L.L.C., a Delaware Limited Liability Company
	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact
	DR. JAMES I. HEALY
	DR. MICHAEL F. POWELL
	By:	/s/ Nathalie Auber
		Nathalie Auber
		Attorney-in-Fact

 

 

CUSIP NO. 162818108

13D

Page 12 of 12

 

exhibit B

 

Power of Attorney

 

Nathalie Auber has signed this Schedule 13D as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.