Filing Details
- Accession Number:
- 0001104659-21-024059
- Form Type:
- 13D Filing
- Publication Date:
- 2021-02-16 16:20:52
- Filed By:
- Morningside Venture (vi) Investments Ltd
- Company:
- Chinook Therapeutics Inc. (NASDAQ:KDNY)
- Filing Date:
- 2021-02-16
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Morningside Venture (VI) Investments Ltd | 0 | 1,861,106 | 0 | 1,861,106 | 1,861,106 | 4.42% |
| Frances Anne Elizabeth Richard | 0 | 1,864,106 | 0 | 1,864,106 | 1,864,106 | 4.42% |
| Wong Yuk Lan | 0 | 1,861,106 | 0 | 1,861,106 | 1,861,106 | 4.42% |
| Ultimate Keen Limited | 0 | 1,120,499 | 0 | 1,120,499 | 1,120,499 | 2.66% |
| Cheung Ka Ho | 0 | 1,120,499 | 0 | 1,120,499 | 1,120,499 | 2.66% |
| Jill Marie Franklin | 0 | 2,984,605 | 0 | 2,984,605 | 2,984,605 | 7.08% |
| Golwyn Capital Appreciation Limited | 0 | 3,000 | 0 | 3,000 | 3,000 | 0.01% |
| CUSIP No. 00739L101 |
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
| SCHEDULE 13D/A |
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
Chinook Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00739L101
(CUSIP Number)
Morningside Venture (VI) Investments Ltd.
C/O THC Management Services S.A.M.
2nd Floor,
Le Prince De Galles
3-5 Avenue DesCitronniers
Monaco, MC 98000
011-377-97-97-47-37
with a copy to:
Morningside Technology Advisory, LLC
Attn: Daniel White
1188 Centre Street
Newton Centre, MA 02459
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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 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.
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. 00739L101 | |||
| (1) | Names of Reporting Persons Morningside Venture (VI) Investments Ltd. | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) WC | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship or Place of Organization British Virgin Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,861,106 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,861,106 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,861,106 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 4.42%(1) | |
| (14) | Type of Reporting Person (See Instructions) CO | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2020.
| CUSIP No. 00739L101 | |||
| (1) | Names
of Reporting Persons Frances Anne Elizabeth Richard | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) AF | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship
or Place of Organization United Kingdom | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,864,106 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,864,106 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,864,106 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 4.42%(1) | |
| (14) | Type of Reporting Person (See Instructions) IN | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.
| CUSIP No. 00739L101 | |||
| (1) | Names of Reporting Persons Wong Yuk Lan | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) AF | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship or Place of Organization Hong Kong SAR | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,861,106 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,861,106 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,861,106 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 4.42%(1) | |
| (14) | Type of Reporting Person (See Instructions) IN | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.
| CUSIP No. 00739L101 | |||
| (1) | Names of Reporting Persons Ultimate Keen Limited | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) WC | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship or Place of Organization British Virgin Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,120,499 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,120,499 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,120,499 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 2.66%(1) | |
| (14) | Type of Reporting Person (See Instructions) CO | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.
| CUSIP No. 00739L101 | |||
| (1) | Names of Reporting Persons Cheung Ka Ho | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) AF | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship or Place of Organization Hong Kong SAR | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,120,499 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,120,499 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,120,499 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 2.66%(1) | |
| (14) | Type of Reporting Person (See Instructions) IN | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.
| CUSIP No. 00739L101 | |||
| (1) | Names of Reporting Persons Jill Marie Franklin | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) AF | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship or Place of Organization United Kingdom | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 2,984,605 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 2,984,605 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 2,984,605 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 7.08%(1) | |
| (14) | Type of Reporting Person (See Instructions) IN | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.
| CUSIP No. 00739L101 | |||
| (1) | Names of Reporting Persons Golwyn Capital Appreciation Limited | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | x | ||
| (b) | ¨ | ||
| (3) | SEC Use Only | ||
| (4) | Source of Funds (See Instructions) WC | ||
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| (6) | Citizenship or Place of Organization British Virgin Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 3,000 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 3,000 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 3,000 | |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| (13) | Percent of Class Represented by Amount in Row (11) 0.01%(1) | |
| (14) | Type of Reporting Person (See Instructions) CO | |
(1) Based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.
| CUSIP No. 00739L101 |
Item 1. Security and Issuer.
This Amendment No. 4 (this “Amendment”) to the statement on Schedule 13D amends the Schedule 13D filed with the SEC on April 24, 2015 (the “Original Schedule 13D”), which Original Schedule 13D was amended by Amendment No. 1 to the Original Schedule 13D filed on September 15, 2017 (“Amendment No. 1”), which Amendment No. 1 to the Original Schedule 13D was amended by Amendment No. 2 to the Original Schedule 13D filed on March 22, 2019 (“Amendment No. 2”), which Amendment No. 2 to the Original Schedule 13D was amended by Amendment No. 3 to the Original Schedule 13D filed on May 24, 2019 (“Amendment No. 3”, and together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “Amended Filing”) and relates to the Reporting Persons’ beneficial ownership interest in the common stock, par value $0.0001 per share (the “Common Stock”), of Chinook Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1600 Fairview Avenue East, Suite 100, Seattle, Washington 98102. The Issuer changed its named from Aduro Biotech, Inc. to Chinook Therapeutics, Inc. on October 5, 2020. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Except as otherwise described herein, the information contained in the Amended Filing remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Amended Filing.
Item 2. Identity and Background.
No changes except as described below.
(a) This statement is filed by:
(i) Morningside Venture (VI) Investments Ltd., a British Virgin Islands exempted company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it;
(ii) Frances Anne Elizabeth Richard, with respect to the Common Stock beneficially owned by her as a result of her positions as a director with MVIL and as a director with Golwyn Capital Appreciation Limited, a British Virgin Islands exempted company (“GCAL”);
(iii) Wong Yuk Lan, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL;
(iv) Ultimate Keen Limited, a British Virgin Islands exempted company (“UKL”), with respect to the Common Stock directly and beneficially owned by it;
(v) Cheung Ka Ho, with respect to the Common Stock beneficially owned by him as a result of his position as a director with UKL;
(vi) Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her positions as a director with MVIL, as a director with UKL and as a director with GCAL; and
(vii) GCAL, with respect to the Common Stock directly and beneficially owned by it.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Frances Anne Elizabeth Richard, Jill Marie Franklin and Wong Yuk Lan are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL. Ms. Richard, Ms. Franklin and Ms. Wong each disclaim beneficial ownership of the securities owned directly by MVIL. MVIL disclaims beneficial ownership of the securities owned directly by UKL and GCAL. MVIL is ultimately wholly beneficially owned by a family trust established by Madam Chan Tan Ching Fen.
Cheung Ka Ho and Jill Marie Franklin are the directors of UKL and share voting and dispositive power with respect to the securities held by UKL. Mr. Cheung and Ms. Franklin each disclaim beneficial ownership of the securities owned directly by UKL. UKL disclaims beneficial ownership of the securities owned directly by MVIL and GCAL. UKL is ultimately wholly beneficially owned by a trust over which Makim Ma and Adriel Chan share authority to remove the trustee.
Frances Anne Elizabeth Richard and Jill Marie Franklin are the directors of GCAL and share voting and dispositive power with respect to the securities held by GCAL. Ms. Richard and Ms. Franklin each disclaim beneficial ownership of the securities owned directly by GCAL. GCAL disclaims beneficial ownership of the securities owned directly by MVIL and UKL. GCAL is ultimately wholly beneficially owned by a trust over which Makim Ma and Adriel Chan share authority to remove the trustee.
(b) The business address of each of the Reporting Persons is:
(i) With respect to MVIL, Ms. Richard, Ms. Franklin and Ms. Wong:
c/o THC Management Services S.A.M.,
2nd Floor, Le Prince De Galles
3-5 Avenue Des Citronniers
MC 98000, Monaco
With copies to:
Morningside Technology Advisory, LLC
Attn: Daniel White
1188 Centre Street
Newton Centre, MA 02459
Springfield Financial Advisory Limited
Attn: Alice Li/Makim Ma
22nd Floor Hang Lung Centre
2-20 Paterson Street
Causeway Bay, Hong Kong
(ii) With respect to UKL, Mr. Cheung and Ms. Franklin:
c/o THC Management Services S.A.M.,
2nd Floor, Le Prince De Galles
3-5 Avenue Des Citronniers
MC 98000, Monaco
With copies to:
Morningside Technology Advisory, LLC
Attn: Daniel White
1188 Centre Street
Newton Centre, MA 02459
Springfield Financial Advisory Limited
Attn: Alice Li/Makim Ma
22nd Floor Hang Lung Centre
2-20 Paterson Street
Causeway Bay, Hong Kong
(iii) With respect to GCAL, Ms. Richard and Ms. Franklin:
2nd Floor, Le Prince de Galles
3-5 Avenue des Citronniers
MC 98000, Monaco
Phone: 377 97 47 47 37
With copies to:
Morningside Technology Advisory, LLC
Attn: Daniel White
1188 Centre Street
Newton Centre, MA 02459
Springfield Financial Advisory Limited
Attn: Alice Li/Makim Ma
22nd Floor Hang Lung Centre
2-20 Paterson Street
Causeway Bay, Hong Kong
(c) The present principal business of MVIL, Ms. Richard, Ms. Wong, UKL, Mr. Cheung, Ms. Franklin and GCAL is the venture capital and private equity investment business.
(d) No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, during the last five years, 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) Citizenship of the Reporting Persons is as set forth below:
| MVIL | British Virgin Islands | |
| Ms. Richard | United Kingdom | |
| Ms. Wong | Hong Kong SAR | |
| UKL | British Virgin Islands | |
| Ms. Franklin | United Kingdom | |
| Mr. Cheung | Hong Kong SAR | |
| GCAL | British Virgin Islands |
Item 3. Source and Amount of Funds or Other Consideration.
No changes.
Item 4. Purpose of Transaction.
No changes.
Item 5. Interest in Securities of the Issuer.
No changes except as described below.
The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein is determined in accordance with Securities and Exchange Commission (“SEC”) rules and is based upon 42,158,432 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
A. Morningside Venture (VI) Investments Ltd.
(a) As of the date hereof, MVIL beneficially owns 1,861,106 shares of Common Stock, representing a beneficial ownership of approximately 4.42% of the shares of Common Stock. All such shares are directly held by MVIL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 1,861,106 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 1,861,106 |
B. Frances Anne Elizabeth Richard
(a) As of the date hereof, Ms. Richard beneficially owns 1,864,106 shares of Common Stock, representing a beneficial ownership of approximately 4.42% of the shares of Common Stock. 1,861,106 of such shares are directly held by MVIL and 3,000 of such shares are directly held by GCAL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 1,864,106 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 1,864,106 |
C. Wong Yuk Lan
(a) As of the date hereof, Ms. Wong beneficially owns 1,861,106 shares of Common Stock, representing a beneficial ownership of approximately 4.42% of the shares of Common Stock. All such shares are directly held by MVIL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 1,861,106 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 1,861,106 |
D. Ultimate Keen Limited
(a) As of the date hereof, UKL beneficially owns 1,120,499 shares of Common Stock, representing a beneficial ownership of approximately 2.66% of the shares of Common Stock. All such shares are directly held by UKL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 1,120,499 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 1,120,499 |
E. Cheung Ka Ho
(a) As of the date hereof, Mr. Cheung beneficially owns 1,120,499 shares of Common Stock, representing a beneficial ownership of approximately 2.66% of the shares of Common Stock. All such shares are directly held by UKL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 1,120,499 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 1,120,499 |
F. Jill Marie Franklin
(a) As of the date hereof, Ms. Franklin beneficially owns 2,984,605 shares of Common Stock, representing a beneficial ownership of approximately 7.08% of the shares of Common Stock. 1,861,106 of such shares are directly held by MVIL, 1,120,499 of such shares are directly held by UKL and 3,000 of such shares are directly held by GCAL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 2,984,605 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 2,984,605 |
G. Golwyn Capital Appreciation Limited
(a) As of the date hereof, GCAL beneficially owns 3,000 shares of Common Stock, representing a beneficial ownership of approximately 0.01% of the shares of Common Stock. All such shares are directly held by GCAL.
| (b) | 1. Sole power to vote or direct vote: | -0- | |||
| 2. Shared power to vote or direct vote: | 3,000 | ||||
| 3. Sole power to dispose or direct the disposition: | -0- | ||||
| 4. Shared power to dispose or direct the disposition: | 3,000 |
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No changes, except as described below.
On October 5, 2020, Aduro Biotech, Inc. (“Aduro”), completed its acquisition of Chinook Therapeutics U.S., Inc. (the “Merger”). Immediately following the Merger, Aduro changed its name to “Chinook Therapeutics, Inc.”
Lockup Agreements
MVIL and UKL have agreed not to sell or transfer any Common Stock or securities convertible into, exchangeable for, exercisable for, or repayable with Common Stock, for 180 days after the closing of the Merger without first obtaining the written consent of Issuer. Specifically, MVIL and UKL have agreed, with certain limited exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option, warrant or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of or lend, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for, or that represent a right to receive, Common Stock (including without limitation, Common Stock or such other securities of Issuer which may be deemed to be beneficially owned by MVIL and UKL in accordance with the rules and regulations of the SEC and securities of Issuer which may be issued upon exercise of a stock option or warrant), in each case, that are currently or hereafter owned of record or beneficially (including holding as a custodian), (ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Common Stock whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.
Contingent Value Rights Agreement
Chinook Therapeutics, Inc. is party to a contingent value rights agreement, or the CVR Agreement, with Computershare Trust Company, N.A., pursuant to which the common stockholders of record of Aduro as of the close of business on October 2, 2020 received one contingent value right, or a CVR, for each outstanding share of Aduro common stock held by such stockholder on such date. Each CVR represents the contractual right to receive payments from us upon the actual receipt by Chinook Therapeutics, Inc. of certain contingent proceeds derived from consideration that is paid to Chinook Therapeutics, Inc. as a result of the disposition or licensing of any of Aduro’s non-renal assets during the disposition period, net of any tax, transaction costs and certain other expenses. In the event that no CVR milestones occur, holders of the CVRs will not receive any payment pursuant to the CVR Agreement.
Item 7. Material to be Filed as Exhibits.
No changes except as described below.
The following documents are filed as Exhibits to this statement:
| Exhibit Number | Exhibit Description | |
| 99.1 | Joint Filing Agreement | |
| 99.2 | Amended and Restated Investors’ Rights Agreement, dated December 19, 2014, by and among the Issuer and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-202667), filed by the Issuer on March 11, 2015). | |
| 99.3 | Form of Lock-Up Agreement, dated June 1, 2020, relating to the Merger (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K (SEC File No. 001-37345), filed by the Issuer on June 2, 2020). | |
| 99.4 | Contingent Value Rights Agreement, dated October 2, 2020, by and between Issuer and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.8 to the Issuer’s Quarterly Report on Form 10-Q (SEC File No. 001-37345), filed by the Issuer on November 5, 2020). |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
Dated: February 11, 2021
For and on behalf of MORNINGSIDE VENTURE (VI) INVESTMENTS LTD.
| By: | /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard, Director |
| /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard |
| /s/ Wong Yuk Lan | |
| Wong Yuk Lan |
| /s/ Jill Marie Franklin | |
| Jill Marie Franklin |
For and on behalf of ULTIMATE KEEN LIMITED
| By: | /s/ Jill Marie Franklin | |
| Jill Marie Franklin, Director |
| /s/ Jill Marie Franklin | |
| Jill Marie Franklin |
| /s/ Cheung Ka Ho | |
| Cheung Ka Ho |
For and on behalf of GOLWYN CAPITAL APPRECIATION LIMITED
| By: | /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard, Director |
| /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard |
| /s/ Jill Marie Franklin | |
| Jill Marie Franklin |