Filing Details
- Accession Number:
- 0001193125-22-160579
- Form Type:
- 13D Filing
- Publication Date:
- 2022-05-25 20:00:00
- Filed By:
- Novo Holdings A/s
- Company:
- Io Biotech Inc.
- Filing Date:
- 2022-05-26
- 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 |
|---|---|---|---|---|---|---|
| Novo Holdings A S | 3,277,932 | 0 | 3,277,932 | 0 | 3,277,932 | 11.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IO Biotech, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
449778109
(CUSIP Number)
Barbara Fiorini Due
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)
May 25, 2022
(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. 449778109
| 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:
3,277,932 | ||||
| 8. | Shared Voting Power:
0 | |||||
| 9. | Sole Dispositive Power:
3,277,932 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,277,932 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented By Amount In Row (11):
11.3% (1) | |||||
| 14. | Type of Reporting Person:
CO | |||||
| (1) | Based upon 28,815,267 shares of the Issuers Common Stock outstanding as of May 13, 2022 as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (SEC) on May 16, 2022. |
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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. Emmanuelle Coutanceau, Ph.D., a board member of the Issuer designated by Novo Holdings A/S, did not stand for re-election as a director at the Annual Meeting of the Stockholders of the Issuer held on May 25, 2022 and thus no longer serves on the Issuers board. Dr. Coutanceau is not deemed to be a beneficial owner of the securities held by Novo Holdings A/S. 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 |
Item 5 is amended and replaced in its entirety as follows:
| a. | Novo Holdings A/S beneficially owns 3,277,932 shares of Common Stock (the Novo Shares) representing approximately 11.3% of the Issuers outstanding shares of Common Stock, based upon 28,815,267 shares of the Issuers Common Stock outstanding as of May 13, 2022 as reported in the Issuers Form 10-Q filed with the SEC on May 16, 2022. |
| b. | Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares. |
| c. | 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 the updated Schedule I has effected any transactions in the Issuers Common Stock within the past 60 days. |
| 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 Novo Shares. |
| e. | Not applicable. |
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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: May 26, 2022 | Novo Holdings A/S | |||||
| /s/ Barbara Fiorini Due | ||||||
| By: | Barbara Fiorini Due | |||||
| Its: | General Counsel, Finance & Operations | |||||
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 unit # 10-3 289843 Singapore | Global Healthcare Advisor, President, K8 Global Pte Ltd. | Singapore | |||
| Jeppe Christiansen, Director | c/o Kasper Fonager Christiansen Classensgade 59, 5. th. 2100 Kobenhavn Ø 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 | |||
| Britt Meelby Jensen Director | Bukkeballevej 10 2960 Rungsted Kyst Denmark | Professional Board Director | Denmark | |||
| Viviane Monges, Director | Chemin de Craivavers 32, 1012 Lausanne, Switzerland | Professional Board Director | France | |||
| Henrik Poulsen, Director | Emiliekildevej 36 2930 Klampenborg Denmark | Professional Board Director and Senior Advisor, A.P. Møller Holding A/S, | Denmark | |||
| Kasim Kutay, Chief Executive Officer of Novo Holdings A/S | Bredgade 65, 3.tv. 1260 Copenhagen K. Denmark | Chief Executive Officer of Novo Holdings A/S | United Kingdom | |||
| Nigel Kevin Govett Chief Financial Officer of Novo Holdings A/S | La Pommeraie Les Hubits de Haut St. Martins, Guernsey GY4 6NA | Chief Financial Officer of Novo Holdings A/S | United Kingdom | |||
| 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 | Annasvej 28 2900 Hellerup Denmark | Attorney | Denmark | |||
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| Novo Nordisk Foundation | ||||||
| Name, Title | Address | Principal Occupation | Citizenship | |||
| Mads Krogsgaard Thomsen, Chief Executive Officer | Præstevejen 38 3230 Græsted Denmark | Chief Executive Officer, Novo Nordisk Foundation | Denmark | |||
| Ole Jakob Müller, Director | Borgmester Jensens A 11, 4. 003 2100 København Ø Denmark | Environmental Consultant | Denmark | |||
| Lars Henrik Fugger, Director | 72 Staunton Road, Headington Great Britain | Professor, John Radcliffe Hospital, University of Oxford, Oxford, Great Britain | Denmark | |||
| Lars Henrik Munch, Director | Galionsvej 46 1437 Copenhagen K Denmark | Professional Board Director | Denmark | |||
| Liselotte Højgaard, Director | Grønningen 21 1270 Copenhagen K Denmark | Professor | Denmark | |||
| Mads Boritz Grøn, Director | Horsevænget 4 3400 Hillerød Denmark | Senior Lead Auditor | Denmark | |||
| Steen Riisgaard, Director | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark | |||
| Stig Strøbaek, Director | Furesøgårdsvej 2 3520 Farum Denmark | Electrician | Denmark | |||
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