Filing Details

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1	NAMES OF REPORTING PERSONS
	Lumira Ventures III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,456,735 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,456,735 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,456,735 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 1,341,790 Common Shares (as defined herein) and (b) 114,945 Warrants (as defined herein), with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons (as defined herein) in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 114,945 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira Ventures III (International), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			48,472 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			48,472 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	48,472 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 44,647 Common Shares and (b) 3,825 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 3,825 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira Ventures IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			386,987 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			386,987 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	386,987 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 348,686 Common Shares and (b) 38,301 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 38,301 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira Ventures IV (International), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			93,023 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			93,023 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,023 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 83,816 Common Shares and (b) 9,207 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 9,207 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Merck Lumira Biosciences Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,222,989 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,222,989 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,222,989 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.2% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 1,077,386 Common Shares and (b) 145,603 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 145,603 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Merck Lumira Biosciences Fund (Québec), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			173,647 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			173,647 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	173,647 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.7% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 152,974 Common Shares and (b) 20,673 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 20,673 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira Ventures III GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,505,207 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,505,207 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,505,207 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.5% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) Includes (a) 1,386,437 Common Shares and (b) 118,770 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 118,770 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira III GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,505,207 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,505,207 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,505,207 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.5% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1) Includes (a) 1,386,437 Common Shares and (b) 118,770 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 118,770 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira III GP Holdings Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,505,207 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,505,207 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,505,207 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.5% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1) Includes (a) 1,386,437 Common Shares and (b) 118,770 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 118,770 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira IV GP 2020 Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			480,010 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			480,010 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	480,010 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.1% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Includes (a) 432,502 Common Shares and (b) 47,508 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 47,508 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira Capital GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,396,636 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,396,636 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,396,636 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Includes (a) 1,230,360 Common Shares and (b) 166,276 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 166,276 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,396,636 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,396,636 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,396,636 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Includes (a) 1,230,360 Common Shares and (b) 166,276 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 166,276 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

1	NAMES OF REPORTING PERSONS
	Lumira GP Holdings Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,396,636 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,396,636 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,396,636 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Includes (a) 1,230,360 Common Shares and (b) 166,276 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 166,276 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Lumira Capital Investment Management Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Peter van der Velden
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canadian
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Benjamin Rovinski
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canadian
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Daniel Hetu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canadian
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Gerald Brunk
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Vasco Larcina
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canadian
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

1	NAMES OF REPORTING PERSONS
	Jacki Jenuth
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canadian
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,381,853 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,381,853 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,381,853 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4% (2)(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes (a) 3,049,299 Common Shares and (b) 332,554 Warrants, with each Warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment.

 

(2) Represents the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Persons in Row 11 by (b) the sum of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, plus (ii) 332,554 Common Shares issuable upon the exercise of the Warrants held by the Reporting Persons.

 

(3) The number of Warrants beneficially owned by the Reporting Persons are treated as converted into Common Shares only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. Such percentage ownership does not give effect to the aggregate voting power of the Warrants, as the Warrants are treated as converted into Common Shares for the purpose of this Schedule 13D.

 

This Schedule 13D relates to the Class A common shares, no par value per share (the “Common Shares”), of enGene Holdings Inc., a corporation incorporated under the laws of Canada (the “Issuer”), which has its principal executive offices at 7171 Rue Frederick Banting, Saint-Laurent, QC, Canada H4S 1Z9.

 

 

(a-c, f) This Schedule 13D is filed jointly by the following persons (collectively, the “Reporting Persons):

 

Lumira III and Lumira III Int’l are controlled by their general partner, Lumira Ventures III GP, L.P., and managed by Lumira Mgmt. Lumira Ventures III GP, L.P. is controlled by its general partners, Lumira III GP Inc. and Lumira III GP Holdings Co. Lumira IV and Lumira IV Int’l are controlled by their general partner, Lumira IV GP 2020 Inc., and managed by Lumira Mgmt. Merck-Lumira and Merck-Lumira B are controlled by their general partner, Lumira Capital GP, L.P., and managed by Lumira Mgmt. Lumira Capital GP, L.P. is controlled by its general partners, Lumira GP Inc. and Lumira GP Holdings Co.

 

Each of Mr. van der Velden, Mr. Rovinski, Mr. Hetu, Mr. Brunk, Mr. Larcina and Ms. Jenuth are executive officers of Lumira Mgmt, and Mr. van der Velden, Mr. Rovinski, Mr. Hetu and Mr. Brunk are each directors of Lumira Mgmt. The foregoing individuals collectively make investment decisions with respect to the securities held by each of the Lumira Entities. The principal address of each of the Reporting Persons except Mr. Brunk is 141 Adelaide Street West, Suite 770, Toronto, Canada M5H 3L5.  The principal address of Mr. Brunk is 303 Wyman Street, Suite 300, Waltham, MA 02451.

 

The Reporting Persons are venture capital investors that provide capital to early, clinical and revenue stage companies that are both privately held and publicly traded in the biotechnology, medical technologies, digital health and consumer healthcare sectors. Mr. Brunk also serves on the Issuer’s board of directors.

 

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

 

 

On October 31, 2023 (the “Closing Date”), the parties to the Business Combination Agreement, dated as of May 16, 2023 (as amended, the “Business Combination Agreement”), by and among Forbion European Acquisition Corp., a Cayman Islands exempted company and a special purpose acquisition corporation (“FEAC”), enGene Inc., a corporation incorporated under the laws of Canada (“enGene”), and the Issuer, completed the transactions contemplated thereby, pursuant to which: (i) each share of FEAC was exchanged on a one for one basis for a Common Share; (ii) each share of enGene was exchanged for 0.1804799669 Common Shares; (iii) each enGene warrant was exchanged for 0.1804799669 warrants, with each warrant exercisable for one Common Share at an exercise price of $11.50 per Common Share, subject to adjustment (each, a “Warrant”); and (iv) each of FEAC and enGene became wholly-owned subsidiaries of the Issuer. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.”

 

Pursuant to the Business Combination, in exchange for all of their securities of enGene, the Lumira Entities acquired an aggregate 3,049,299 Common Shares and 332,554 Warrants, consisting of

 

 

The Warrants will expire five years following the Closing Date, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Warrants will become exercisable on November 30, 2023, provided however, that the Issuer will not be obligated to deliver any Common Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Common Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Issuer satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable and the Issuer will not be obligated to issue a Common Share upon exercise of a Warrant unless the Common Share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the jurisdiction of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Issuer be required to net cash settle any Warrant. The Issuer has agreed that as soon as practicable, but in no event later than 15 business days after the Closing Date, it will use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”) a registration statement for the registration, under the Securities Act, of the Common Shares issuable upon exercise of the Warrants, and the Issuer will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing Date.

 

 

Reference is made to the disclosure set forth under Item 3 of this Schedule 13D, which disclosure is incorporated herein by reference.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors, including, without limitation, the Issuer’s financial position, the price of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of the Issuer’s capital stock as they deem appropriate, including, without limitation: purchasing additional Common Shares, Warrants or other securities of the Issuer; selling Common Shares, Warrants or other securities of the Issuer; taking any action to change the composition of the Issuer’s board of directors; taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) below in this Item 4.

 

Also, consistent with their investment intent and in connection with Mr. Brunk’s service on the Issuer’s board of directors, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, officers of the Issuer, other members of the board of directors of the Issuer, advisors, and/or other persons regarding the Issuer, including but not limited to its operations, governance and control.  The Reporting Persons have no right to nominate or otherwise maintain a director on the Issuer’s board of directors.

 

Except as otherwise described in this Schedule, none of the Reporting Persons currently has any plans or proposals that 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 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 present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

 

 

(a)-(b)

 

Number of Common Shares beneficially owned:

 

Percent of class:

 

The percentage ownership was calculated based on a total of (i) 23,197,976 Common Shares outstanding as of October 31, 2023, as provided by the Issuer, and (ii) the number of Common Shares issuable upon the exercise of the Warrants held by the Reporting Person (as disclosed in footnote 2 of each Reporting Person’s cover page).

Number of shares as to which such person has:

(i)          Sole power to vote or to direct the vote:

(ii)          Shared power to vote or to direct the vote:

(iii)          Sole power to dispose or to direct the disposition of:

(iv)          Shared power to dispose or to direct the disposition of:

 

 (c) The response to Item 3 of this Schedule 13D is incorporated by reference herein.  Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions with respect to the Common Shares of the Issuer during the past 60 days.

 

(d)-(e) Not applicable.

 

Registration Rights Agreement

 

On the Closing Date, the Issuer, FEAC, the Sponsor Holders (as defined in the Registration Rights Agreement) and the enGene Holders (as defined in the Registration Rights Agreement, including the Lumira Entities) entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Issuer granted the Sponsor Holders and the enGene Holders certain customary registration rights with respect to their respective Registrable Securities (as defined in the Registration Rights Agreement, which includes all the Common Shares and Warrants reported herein that the Reporting Persons beneficially own) of the Issuer, in each case, on the terms and subject to the conditions described therein.

 

The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein.

 

Lock-Up Agreement

 

On May 16, 2023, the Issuer, enGene, FEAC and the enGene Equity Holders (as defined in the Lock-Up Agreement, including the Lumira Entities and Mr. Brunk) entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which the enGene Equity Holders agreed, among other things and subject to certain limited exceptions, not to transfer any Restricted Securities (as defined in the Lock-up Agreements, which includes 2,257,482 Common Shares reported herein that the Reporting Persons beneficially own, and excludes 791,817 Common Shares and 332,554 Warrants reported herein that the Reporting Persons beneficially own, which the Reporting Persons acquired in respect of their participation in the Convertible Bridge Financing, as defined in the Business Combination Agreement) until the earlier of (a) 12:01 am, U.S. eastern time, on the six-month anniversary of the date of the Closing Date and (b) the date (after the date of the Closing Date) on which the Issuer completes a liquidation, merger, amalgamation, arrangement, share exchange or other similar transaction that results in all of the Issuer’s shareholders having the right to exchange their Common Shares for cash, securities or other property.

 

The foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the Lock-Up Agreements, a form of which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein.

 

 

 

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.