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