Avedro, Inc.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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05355N109
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(CUSIP Number)
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OrbiMed Advisors LLC
OrbiMed ROF II LLC
OrbiMed Capital GP VI LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
February 19, 2019
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(Date of Event which Requires Filing of this Statement)
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*
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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.
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CUSIP No. 05355N109
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1
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Name of Reporting Persons
OrbiMed Advisors LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
AF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
0
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8
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Shared Voting Power
4,346,745 (1)
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|||
9
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Sole Dispositive Power
0
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|||
10
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Shared Dispositive Power
4,346,745 (1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,346,745 (1)
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|||
12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13
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Percent of Class Represented by Amount in Row (11)
25.32% (2)
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14
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Type of Reporting Person (See Instructions)
IA
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(1)
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Includes (i) 4,240,128 outstanding shares of common stock, par value $0.00001 per share (the “Shares”), of Avedro, Inc., a Delaware corporation (the “Issuer”), and (ii) 106,617 Shares issuable upon the exercise of warrants to
purchase Shares (the “Warrants”).
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(2)
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This percentage is calculated based upon 17,060,631 Shares outstanding of Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed
with the Securities and Exchange Commission (“SEC”) on February 14, 2019, and includes an additional 106,617 Shares issuable upon the exercise of the Warrants.
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CUSIP No. 05355N109
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1
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Name of Reporting Persons
OrbiMed ROF II LLC
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|||
2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3
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SEC Use Only
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|||
4
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Source of Funds (See Instructions)
AF
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|||
5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
Cayman Islands
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|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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Sole Voting Power
0
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||
8
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Shared Voting Power
106,617 (1)
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|||
9
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Sole Dispositive Power
0
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|||
10
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Shared Dispositive Power
106,617 (1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
291,500
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|||
12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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||
13
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Percent of Class Represented by Amount in Row (11)
0.62% (2)
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|||
14
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Type of Reporting Person (See Instructions)
OO
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(1)
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Consists of 106,617 shares of common stock, par value $0.00001 per share (the “Shares”),
of Avedro, Inc., a Delaware corporation (the “Issuer”) issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
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(2)
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This percentage is calculated based upon 17,060,631 Shares outstanding of the Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed
with the SEC on February 14, 2019, and includes an additional 106,617 Shares issuable upon the exercise of the Warrants.
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CUSIP No. 05355N109
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1
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Name of Reporting Persons
OrbiMed Capital GP VI LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3
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SEC Use Only
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|||
4
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Source of Funds (See Instructions)
AF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
||
8
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Shared Voting Power
4,240,128 (1)
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|||
9
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Sole Dispositive Power
0
|
|||
10
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Shared Dispositive Power
4,240,128 (1)
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|||
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,240,128 (1)
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|||
12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13
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Percent of Class Represented by Amount in Row (11)
24.70% (2)
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|||
14
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Type of Reporting Person (See Instructions)
OO
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(1) |
Consists of 4,240,128 outstanding shares of common stock, par value $0.00001 per share (the “Shares”),
of Avedro, Inc., a Delaware corporation (the “Issuer”).
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(2) |
This percentage is calculated based upon 17,060,631 Shares outstanding of the Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the SEC on
February 14, 2019.
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed ROF II LLC and OrbiMed Capital GP VI LLC.
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2.
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Form of Lock-Up Agreement described in Item 6, filed as Exhibit A to Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306)
is incorporated herein by reference.
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3.
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Investor Rights Agreement described in Item 6, filed as Exhibit 4.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306) is
incorporated herein by reference.
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4.
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Credit Agreement by and between the Issuer and OrbiMed Royalty Opportunities II, L.P., described in Item 6, filed as Exhibit 10.15 to the Issuer’s
Form S-1 Registration Statement (File No. 333-229306) is incorporated herein by reference.
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Dated: February 28, 2019
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ORBIMED ADVISORS LLC
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By:
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/s/ Carl Gordon
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Name: Carl Gordon
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Title: Member of OrbiMed Advisors LLC
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ORBIMED ROF II LLC
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By:
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ORBIMED ADVISORS LLC, its managing member
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By:
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/s/ Carl Gordon
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Carl Gordon
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Member of OrbiMed Advisors LLC
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ORBIMED CAPITAL GP VI LLC | |||
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By:
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ORBIMED ADVISORS LLC, its managing member
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By: |
/s/ Carl Gordon
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Carl Gordon
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Member of OrbiMed Advisors LLC
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Name
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Position with Reporting Person
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Principal Occupation
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Name
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Position with Reporting Person
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Principal Occupation
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Carl L. Gordon
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Member
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Member
OrbiMed Capital LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Capital LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Capital LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed ROF II LLC and OrbiMed Capital GP VI LLC.
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2.
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Investor Rights Agreement described in Item 6, filed as Exhibit 4.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306) is
incorporated herein by reference.
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3.
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Form of Lock-Up Agreement described in Item 6, filed as Exhibit A to Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-229306)
is incorporated herein by reference.
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ORBIMED ADVISORS LLC
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By:
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/s/ Carl Gordon
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Name: Carl Gordon
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Title: Member of OrbiMed Advisors LLC
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ORBIMED ROF II LLC
By: ORBIMED ADVISORS LLC, its managing member
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By:
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/s/ Carl Gordon
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Name: Carl Gordon
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Title: Member
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ORBIMED CAPITAL GP VI LLC
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By:
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ORBIMED ADVISORS LLC, its managing member
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By:
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/s/ Carl Gordon
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Carl Gordon
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Member of OrbiMed Advisors LLC
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