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Filing Details

Accession Number:: 0001140361-22-025957
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-07-13 21:27:34
Reporting Period:: 2022-07-08

Accepted Time:: 2022-07-13 21:27:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1724344	Entasis Therapeutics Holdings Inc.	ETTX	Pharmaceutical Preparations (2834)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1080014	Innoviva, Inc.	1350 Old Bayshore Highway Suite 400 Burlingame CA 94010		No	No	No	No
1842875	Innoviva Strategic Opportunities Llc	1350 Old Bayshore Highway Suite 400 Burlingame CA 94010		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-07-08	11,671,662	$2.20	21,671,662	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2022-07-11	7,598,814	$2.20	29,270,476	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	18,672,897	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Remaning Holdings	Nature of Ownership
Common Stock	Warrants to Purchase Common Stock	$0.00	18,672,897	Direct
Common Stock	Convertible Promissory Note	$0.00	0	Indirect
Common Stock	Warrants to Purchase Common Stock	$0.00	10,000,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	0	18,672,897	Direct
	0	0	Indirect
	0	10,000,000	Indirect

Footnotes

All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.
Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.
Shares acquired pursuant to the merger provided for in the Merger Agreement.
Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020.
As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.
On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva.