Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Aceragen, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

00445F109

(CUSIP Number)

February 14, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

*	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 the disclosures provided in a prior cover page.

The information required in 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. 00445F109		SC 13G/A		Page 2 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS     Castellina Ventures Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     276,999
				6.		SHARED VOTING POWER     0
				7.		SOLE DISPOSITIVE POWER     276,999
				8.		SHARED DISPOSITIVE POWER     0

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     276,999
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.3%*
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     CO

 

*

As of December 31, 2022, the reporting person beneficially owned 4.8% of the Issuers outstanding common stock, based on 62,355,434 shares of the Issuers common stock outstanding as of December 8, 2022, as reported in the Issuers Definitive Proxy Statement filed with the Securities and Exchange Commission (SEC) on December 8, 2022. The reporting person subsequently acquired 1,712,226 additional shares of the Issuers common stock. On January 17, 2023, the Issuer effected a one-for-seventeen (1:17) reverse stock split (the Reverse Stock Split). Following the Reverse Stock Split and as of the date of this filing, the reporting person beneficially owns 3.3% of the Issuers outstanding common stock. The percentage of shares beneficially owned as set forth in row 11 above was calculated based on 8,461,063 shares of common stock of the Issuer outstanding as of January 17, 2023, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 17, 2023.

CUSIP No. 00445F109		SC 13G/A		Page 3 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS     Ballaison Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     New Zealand

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     276,999
				6.		SHARED VOTING POWER     0
				7.		SOLE DISPOSITIVE POWER     276,999
				8.		SHARED DISPOSITIVE POWER     0

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     276,999
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.3%*
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

 

*

As of December 31, 2022, the reporting person beneficially owned 4.8% of the Issuers outstanding common stock, based on 62,355,434 shares of the Issuers common stock outstanding as of December 8, 2022, as reported in the Issuers Definitive Proxy Statement filed with the SEC on December 8, 2022. The reporting person subsequently acquired 1,712,226 additional shares of the Issuers common stock. On January 17, 2023, the Issuer effected the Reverse Stock Split. Following the Reverse Stock Split and as of the date of this filing, the reporting person beneficially owns 3.3% of the Issuers outstanding common stock. The percentage of shares beneficially owned as set forth in row 11 above was calculated based on 8,461,063 shares of common stock of the Issuer outstanding as of January 17, 2023, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 17, 2023.

CUSIP No. 00445F109		SC 13G/A		Page 4 of 6 Pages

 

This Schedule 13G/A (#5), the Schedule 13G/A (#4) filed June 7, 2022, the Schedule 13G/A (#3) filed February 8, 2022, the Schedule 13G/A (#2) filed February 12, 2021, the Schedule 13G/A (#1) filed February 20, 2020, and the initial Schedule 13G filed September 4, 2018, collectively, (the Schedule 13G) relate to shares of Common Stock, $0.001 par value per share (the Common Stock), of Aceragen, Inc. (formerly Idera Pharmaceuticals, Inc.), a Delaware corporation (the Issuer).

Castellina Ventures Ltd. (Castellina) is a limited company organized under the laws of the British Virgin Islands whose principal business address and principal office address is 325 Waterfront Drive, Omar Hodge Building, 2nd Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands. The Ballaison Trust is the sole shareholder of Castellina (The Ballaison Trust).

The Ballaison Trust is a trust established under the laws of New Zealand whose principal business address and principal office address is 14, rue de la Corraterie, PO Box 5209, CH-1211 Geneva 11. M&D Trustees SA is the trustee of The Ballaison Trust. The Ballaison Trust was established for the principal purpose of holding and preserving assets for the benefit of its beneficiaries.

Item 1(a). Name of Issuer:

Aceragen, Inc.

Item 1(b). Address of Issuers Principal Executive Offices:

505 Eagleview Blvd., Suite 212, Exton, Pennsylvania 19341

Item 2(a). Name of Person Filing:

(i) Castellina Ventures Ltd. and (ii) The Ballaison Trust

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Persons:

The address for Castellina is 325 Waterfront Drive, Omar Hodge Building, 2nd Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands and the address for The Ballaison Trust if Rue de la Corraterie 14, PO Box 5209, 1211 Geneva 11.

Item 2(c). Citizenship:

Castellina is a limited company organized under the laws of the British Virgin Islands.

The Ballaison Trust is a trust formed under the laws of New Zealand.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e). CUSIP Number:

00445F109

Item 3. Not Applicable.

CUSIP No. 00445F109		SC 13G/A		Page 5 of 6 Pages

 

Item 4. Ownership.

Castellina Ventures Ltd. and The Ballaison Trust may be each deemed to beneficially own the following:

 

(a)

Amount beneficially owned: 276,999

 

(b)

Percent of class: 3.3%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 276,999

 

(ii)

Shared power to vote or to direct the vote: --0--

 

(iii)

Sole power to dispose or to direct the disposition of: 276,999

 

(iv)

Shared power to dispose or to direct the disposition of: --0--

The percentage of shares beneficially owned was calculated based on 8,461,063 shares of common stock of the Issuer outstanding as of January 17, 2023, as reported in the Issuers Current Report on Form 8-K filed with the SEC on January 17, 2023.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 00445F109		SC 13G/A		Page 6 of 6 Pages

 

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.

Date: February 14, 2023