0001104659-23-073463.txt : 20230621 0001104659-23-073463.hdr.sgml : 20230621 20230621214530 ACCESSION NUMBER: 0001104659-23-073463 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230616 FILED AS OF DATE: 20230621 DATE AS OF CHANGE: 20230621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36533 FILM NUMBER: 231031407 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RedCo II Master Fund, L.P. CENTRAL INDEX KEY: 0001921783 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36533 FILM NUMBER: 231031405 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 4154899980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE, BLDG D, STE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36533 FILM NUMBER: 231031406 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MedAvail Holdings, Inc. CENTRAL INDEX KEY: 0001402479 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 900772394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4720 E COTTON GIN LOOP STREET 2: SUITE 220 CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 1.877.830.0826 MAIL ADDRESS: STREET 1: 4720 E COTTON GIN LOOP STREET 2: SUITE 220 CITY: PHOENIX STATE: AZ ZIP: 85040 FORMER COMPANY: FORMER CONFORMED NAME: MYOS RENS TECHNOLOGY INC. DATE OF NAME CHANGE: 20160322 FORMER COMPANY: FORMER CONFORMED NAME: MYOS Corp DATE OF NAME CHANGE: 20120521 FORMER COMPANY: FORMER CONFORMED NAME: Atlas Therapeutics Corp DATE OF NAME CHANGE: 20100719 4 1 tm2319282-2_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-06-16 0 0001402479 MedAvail Holdings, Inc. MDVL 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 1 0 1 0 0001921783 RedCo II Master Fund, L.P. C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BLDG D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0 Series A Warrants to Purchase Common Stock 0.3854 2023-06-16 4 A 0 38916562 A 2023-06-16 2028-06-16 Common Stock 38916562 38916562 I See Footnote Series A Warrants to Purchase Common Stock 0.3854 2023-06-16 4 A 0 38916562 A 2023-06-16 2028-06-16 Common Stock 38916562 38916562 D On June 16, 2023, the Issuer issued Series A Warrants to purchase up to an aggregate of 38,916,562 shares of the Issuer's common stock (the "Series A Warrant Shares") to RedCo II Master Fund, L.P. ("RedCo II"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"). RedCo II acquired the right to receive the Series A Warrants pursuant to a securities purchase agreement, dated as of March 9, 2023 (the "Purchase Agreement"), in connection with a private placement of securities by the Issuer to certain investors on March 13, 2023 (the "Private Placement"). The issuance of the Series A Warrants under the Purchase Agreement was subject to stockholder approval under the applicable rules of The Nasdaq Stock Market LLC, which was obtained at the annual meeting of the Issuer's stockholders held on June 14, 2023. The Warrants are exercisable by a holder at any time on or after June 16, 2023 for a five-year term that expires on June 16, 2028 at an exercise price of $0.38544 per share. These securities are directly owned by RedCo II and may be deemed beneficially owned by Redmile as investment manager of RedCo II. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile, the "Reporting Persons"). Each of Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. RedCo II acquired the Warrants directly in the Private Placement pursuant to the terms of the Purchase Agreement. Rob Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2023-06-21 /s/ Jeremy Green 2023-06-21 By: /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P. 2023-06-21