Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

 

Ikena Oncology, Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

45175G108

(CUSIP Number)

OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC   601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2021

(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 §240.13d-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 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.  45175G108

 

1	Names of Reporting Persons.                  OrbiMed Advisors LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)			o
6	Citizenship or Place of Organization                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                              1,936,886
		9	Sole Dispositive Power       0
		10	Shared Dispositive Power            1,936,886
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  1,936,886
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                     6.56%*
14	Type of Reporting Person (See Instructions)                    IA

 

* This percentage is calculated based upon 29,544,380 voting shares of common stock outstanding of Ikena Oncology, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 26, 2021. This amount excludes 6,215,466 non-voting shares of common stock of the Issuer that are outstanding.

 

 

CUSIP No. 45175G108

 

1	Names of Reporting Persons.                    OrbiMed Capital GP VI LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)			o
6	Citizenship or Place of Organization                                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power            0
		8	Shared Voting Power                 1,845,872
		9	Sole Dispositive Power              0
		10	Shared Dispositive Power              1,845,872
11	Aggregate Amount Beneficially Owned by Each Reporting Person              1,845,872
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)              6.25%*
14	Type of Reporting Person (See Instructions)              OO

 

* This percentage is calculated based upon 29,544,380 voting shares of common stock outstanding of Ikena Oncology, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 26, 2021. This amount excludes 6,215,466 non-voting shares of common stock of the Issuer that are outstanding.

 

CUSIP No. 45175G108

 

1	Names of Reporting Persons.                    OrbiMed Genesis GP LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)			o
6	Citizenship or Place of Organization                                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power            0
		8	Shared Voting Power                 91,014
		9	Sole Dispositive Power              0
		10	Shared Dispositive Power              91,014
11	Aggregate Amount Beneficially Owned by Each Reporting Person              91,014
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)              0.31%*
14	Type of Reporting Person (See Instructions)              OO

 

* This percentage is calculated based upon 29,544,380 voting shares of common stock outstanding of Ikena Oncology, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 26, 2021. This amount excludes 6,215,466 non-voting shares of common stock of the Issuer that are outstanding.

 

 

CUSIP No. 45175G108
1	Names of Reporting Persons.                OrbiMed Capital LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)					o
6	Citizenship or Place of Organization                     Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             997,055
		8	Shared Voting Power            0
		9	Sole Dispositive Power              997,055
		10	Shared Dispositive Power            0
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  997,055
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)					o
13	Percent of Class Represented by Amount in Row (11)              3.37%*
14	Type of Reporting Person (See Instructions)               IA

 

* This percentage is calculated based upon 29,544,380 voting shares of common stock outstanding of Ikena Oncology, Inc. (the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on March 26, 2021. This amount excludes 6,215,466 non-voting shares of common stock of the Issuer that are outstanding.

 

Item 1.  Security and Issuer

 

This Schedule 13D (the “Statement”) relates to the common stock, value $.001 per share (the “Shares”) of Ikena Oncology, Inc., a corporation organized under the laws of Delaware (the “Issuer” ), with its principal executive offices located at 645 Summer Street, Suite 101, Boston, Massachusetts 02210. The Shares are listed on the NASDAQ Global Market under the ticker symbol “IKNA”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On March 22, 2021, the Issuer effected a reverse stock-split at a ratio of 1-for-7.154 (the “Reverse Stock Split”). References in this Statement to numbers of Shares and exercise prices give effect to the Reverse Stock Split.

 

On March 30, 2021, the Issuer completed its initial public offering pursuant to which the Issuer agreed to issue and sell to the participants 7,812,500 Shares (the “IPO” ). In addition, the Issuer granted the underwriters an option to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,171,875 Shares. The purchase price for each Share was $16.00. As a result of the IPO, and the exercise in full of the underwriters’ option, the Issuer’s total number of outstanding voting Shares increased to 29,544,380. In addition to the voting Share, the Issuer has 6,215,466 non-voting Shares outstanding.

 

Item 2.  Identity and Background

 

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VI LLC (“OrbiMed GP”), OrbiMed Genesis GP LLC (“OrbiMed Genesis”), and OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”).

 

 (b) — (c), (f) OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below.  OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Genesis, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below.  OrbiMed Genesis has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of OrbiMed GP and OrbiMed Genesis, as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed Capital, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the investment adviser of certain entities, as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of OrbiMed Advisors, OrbiMed Capital, OrbiMed GP, and OrbiMed Genesis are set forth on Schedules I, II, III, and IV, respectively, attached hereto.  Schedules I, II, III, and IV set forth the following information with respect to each such person:

 

(i)          name;

 

(ii)         business address;

 

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)        citizenship.

 

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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

 

On March 30, 2021, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VI, LP (“OPI VI”), as more particularly referred to in Item 6 below, caused OPI VI to acquire 2,034,708 non-voting Shares and 551,529 voting Shares, resulting from the automatic conversion immediately prior to the close of the IPO of shares of Series A Preferred Stock of the Issuer.

 

On March 30, 2021, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to acquire 2,411,260 non-voting Shares and 653,277 voting Shares, resulting from the automatic conversion immediately prior to the close of the IPO of shares of Series A-1 Preferred Stock of the Issuer.

 

On March 30, 2021, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to acquire 983,054 non-voting Shares and 266,337 voting Shares, resulting from the automatic conversion immediately prior to the close of the IPO of shares of Series B Preferred Stock of the Issuer.

 

In September 2020, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of OrbiMed Genesis Master Fund, L.P. (“Genesis”), as more particularly referred to in Item 6 below, caused Genesis to acquire 157,288 non-voting Shares and 42,614 voting Shares, resulting from the automatic conversion immediately prior to the close of the IPO of shares of Series B Preferred Stock of the Issuer.

 

In September 2020, OrbiMed Capital, as the investment advisor to Worldwide Healthcare Trust PLC (“WWH”), as more particularly referred to in Item 6 below, caused WWH to acquire 629,155 non-voting Shares and 170,455 voting Shares, resulting from the automatic conversion immediately prior to the close of the IPO of shares of Series B Preferred Stock of the Issuer.

 

On and prior to the close of March 30, 2021, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VI, caused OPI VI to purchase 375,000 Shares in the IPO.

 

On and prior to the close of March 30, 2021, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of Genesis, caused Genesis to purchase 48,400 Shares in the IPO.

 

On and prior to the close of March 30, 2021, OrbiMed Capital, pursuant to its authority under the limited partnership agreement of WWH, caused WWH to purchase 826,600 Shares in the IPO.

 

The source of funds for such purchases was the working capital of OPI VI, Genesis, and WWH.

 

Each non-voting Share is convertible into one voting Share at any time at the option of the holder without payment or additional consideration, subject to a 9.9% beneficial ownership limitation (the “Beneficial Ownership Limitation”), which may be increased or decreased by the holder upon 61 days’ notice to the Issuer.

 

As a result of the transactions described in this Item 3, OrbiMed GP, as the general partner of OPI VI, may be deemed to be the beneficial owner of approximately 6.25% of the outstanding Shares. OrbiMed Genesis, as the general partner of Genesis, may be deemed to be the beneficial owner of 0.31% of the outstanding Shares. OrbiMed Advisors, as the managing member of OrbiMed GP and OrbiMed Genesis, may be deemed to be the beneficial owner of approximately 6.56% of the outstanding Shares. OrbiMed Capital, as the investment advisor to WWH, may be deemed to be the beneficial owner of 3.37% of the outstanding Shares. None of the Reporting Persons have acquired or disposed of any additional Shares since March 30, 2021.

 

Item 4.  Purpose of Transaction

 

This statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

 

Item 5.  Interest in Securities of the Issuer

 

 (a) — (b) As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 1,845,872 Shares, constituting approximately 6.25% of the issued and outstanding Shares. In addition, OPI VI holds 5,429,023 non-voting Shares. OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP.  As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI.  OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VI.

 

In addition, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VI, caused OPI VI to enter into the agreements referred to in Item 6 below.

 

As of the date of this filing, Genesis, a limited partnership organized under the laws of the Cayman Islands, holds 91,014 Shares constituting approximately 0.31% of the issued and outstanding Shares.  In addition, Genesis holds 157,288 non-voting Shares. OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis, and OrbiMed Advisors is the managing member of OrbiMed Genesis, pursuant to the terms of the limited liability company agreement of OrbiMed Genesis.  As a result, OrbiMed Advisors and OrbiMed Genesis share power to direct the vote and disposition of the Shares held by Genesis and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by Genesis. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by Genesis.

 

In addition, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of Genesis, caused Genesis to enter into the agreements referred to in Item 6 below.

 

As of the date of this filing, WWH, a publicly-listed investment trust organized under the laws of England, holds 997,055 Shares constituting approximately 3.37% of the issued and outstanding Shares.  In addition, WWH holds 629,155 non-voting Shares. OrbiMed Capital is the investment advisor of WWH. As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by WWH and may be deemed directly or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by WWH. OrbiMed Capital disclaims any beneficial ownership over the shares of the other Reporting Persons.  OrbiMed Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by WWH.

 

(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI.  Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI.  The number of outstanding Shares of the Issuer attributable to OPI VI is 1,845,872 Shares. In addition, OPI VI holds 5,429,023 non-voting Shares. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 1,845,872 Shares and 5,429,023 non-voting Shares.

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis.  Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis.  The number of outstanding Shares of the Issuer attributable to Genesis is 91,014. In addition, Genesis holds 157,288 non-voting Shares. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 91,014 Shares and 157,288 non-voting Shares.

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP and OrbiMed Genesis, pursuant to the terms of the limited liability company agreements of OrbiMed GP and OrbiMed Genesis. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VI.  OrbiMed Advisors and OrbiMed Genesis have discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VI and the power of OrbiMed Genesis to vote and otherwise dispose of the securities held by Genesis.  The number of outstanding Shares attributable to OPI VI is 1,845,872 Shares and the number of Shares attributed to Genesis is 91,014 Shares.  In addition, OPI VI holds 5,429,023 non-voting Shares and Genesis holds 157,288 non-voting Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreements of OrbiMed GP and OrbiMed Genesis, may also be considered to hold indirectly 1,936,886 Shares and 5,586,311 non-voting Shares.

 

OrbiMed Capital is the investment advisor to WWH. OrbiMed Capital may be deemed to have voting and investment power over the securities held by WWH. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by WWH.  The number of outstanding Shares attributable to WWH is 997,055 Shares. In addition, WWH holds 629,155 non-voting Shares. OrbiMed Capital, as the investment advisor to WWH, may also be considered to hold indirectly 997,055 Shares and 629,155 non-voting Shares.

 

David P. Bonita (“Bonita”), a member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and OrbiMed GP may have the ability to affect and influence control of the Issuer. From time to time, Bonita may receive stock options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors and OrbiMed GP, Bonita is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and OrbiMed GP, which will in turn ensure that such securities or economic benefits are provided to OPI VI.

 

Investors’ Rights Agreement

In addition, OPI VI, WWH, Genesis, and certain other stockholders of the Issuer entered into a Fourth Amended and Restated Investors’ Rights Agreement with the Issuer (the “Investors’ Rights Agreement”), dated as of December 18, 2020. Pursuant to the Investors’ Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

 

Demand Registration Rights

 

At any time beginning six months following the date of the effective date of the registration statement of the IPO, the holders of at least 40% of the registrable securities then outstanding of the Issuer may make a written request that the Issuer register at least 20% their registrable securities (or a lesser percent if the anticipated aggregate offering price, net of expenses, would exceed $10 million). The Issuer is required to use commercially reasonable efforts to effect the registration and will pay all registration expenses, other than underwriting discounts and commissions, related to any demand registration. The Issuer is not obligated to effect more than two of these registrations.

 

Piggyback Registration Rights

 

Whenever the Issuer proposes to file a registration statement under the Securities Act, including a registration statement on Form S-3 as discussed below, other than with respect to certain excluded registrations, OPI VI, WWH, and Genesis will be entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of Shares included in the registration, to include the Shares held by them in the registration.

 

Form S-3 Registration Rights

 

At any time after the Issuer is qualified to file a registration statement on Form S-3 under the Securities Act, and subject to limitations and conditions specified in the Investors’ Rights Agreement, holders of at least 20% of the registrable securities then outstanding may make a written request that the Issuer prepare and file a registration statement on Form S-3 covering their Shares, so long as the aggregate price to the public equal or exceeds $3 million. The Issuer is not obligated to effect more than two of these Form S-3 registrations in any 12-month period.

 

Lock-Up Agreement

Pursuant to the Investors’ Rights Agreement, OPI VI, WWH, and Genesis agreed that they will not, during the period ending 180 days after the date of the IPO (the “Lock-Up Period” ), directly or indirectly (1) sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any Shares or securities convertible into or exercisable or exchangeable for Shares with respect to which they have or have acquired the power of disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, the economic risk of ownership of any such Shares.

 

After the Lock-Up Period expires, OPI VI’s, WWH’s, and Genesis’s Shares will be eligible for sale in the public market, subject to any applicable limitations under Rule 144 under the Securities Act, and other applicable U.S. securities laws.

     

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors’ Rights Agreement, which is filed as Exhibits 2 and incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits

 

 

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital GP VI LLC.
2.	Fourth Amended and Restated Investors’ Rights Agreement by and among the Issuer and each of the signatories thereto, dated as of December 20, 2020 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1/A (SEC 333-253919), filed with the SEC on March 5, 2020).

 

 

 

 

 

 

 

 

 

 

 

 

 

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: April 14, 2021
	ORBIMED ADVISORS LLC
	By:	/s/ Jonathan T. Silverstein
		Name: Jonathan T. Silverstein
		Title: Member
	ORBIMED CAPITAL GP VI LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ Jonathan T. Silverstein
		Name: Jonathan T. Silverstein
		Title: Member of OrbiMed Advisors LLC
	ORBIMED GENESIS GP LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ Jonathan T. Silverstein
		Name: Jonathan T. Silverstein
		Title: Member of OrbiMed Advisors LLC
	ORBIMED CAPITAL LLC
	By:	/s/ Jonathan T. Silverstein
		Name: Jonathan T. Silverstein
		Title: Member

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE I

 

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

             

Name	Position with Reporting Person	Principal Occupation
Carl L. Gordon	Member	Member OrbiMed Advisors LLC
Sven H. Borho German and Swedish Citizen	Member	Member OrbiMed Advisors LLC
Jonathan T. Silverstein	Member	Member OrbiMed Advisors LLC
W. Carter Neild	Member	Member OrbiMed Advisors LLC
Geoffrey C. Hsu	Member	Member OrbiMed Advisors LLC
C. Scotland Stevens	Member	Member OrbiMed Advisors LLC
David P. Bonita	Member	Member OrbiMed Advisors LLC
Trey Block	Chief Financial Officer	Chief Financial Officer OrbiMed Advisors LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE II

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Capital LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

            

Name	Position with Reporting Person	Principal Occupation
Carl L. Gordon	Member	Member OrbiMed Capital LLC
Sven H. Borho German and Swedish Citizen	Member	Member OrbiMed Capital LLC
Jonathan T. Silverstein	Member	Member OrbiMed Capital LLC
W. Carter Neild	Member	Member OrbiMed Capital LLC
Geoffrey C. Hsu	Member	Member OrbiMed Capital LLC
C. Scotland Stevens	Member	Member OrbiMed Capital LLC
David P. Bonita	Member	Member OrbiMed Capital LLC
Trey Block	Chief Financial Officer	Chief Financial Officer OrbiMed Capital LLC

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III 

 

The business and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE IV 

 

The business and operations of OrbiMed Genesis GP LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital GP VI LLC.
2.	Fourth Amended and Restated Investors’ Rights Agreement by and among the Issuer and each of the signatories thereto, dated as of December 20, 2020 (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1/A (SEC 333-253919), filed with the SEC on March 5, 2020).