0000947871-23-000952.txt : 20230921
0000947871-23-000952.hdr.sgml : 20230921
20230921170459
ACCESSION NUMBER: 0000947871-23-000952
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230804
FILED AS OF DATE: 20230921
DATE AS OF CHANGE: 20230921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bonita David P
CENTRAL INDEX KEY: 0001572451
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40287
FILM NUMBER: 231269705
MAIL ADDRESS:
STREET 1: C/O ORBIMED ADVISORS LLC
STREET 2: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ikena Oncology, Inc.
CENTRAL INDEX KEY: 0001835579
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 50 NORTHERN AVE.
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 857-343-8292
MAIL ADDRESS:
STREET 1: 50 NORTHERN AVE.
CITY: BOSTON
STATE: MA
ZIP: 02210
4/A
1
ownership.xml
X0508
4/A
2023-08-04
2023-09-14
0
0001835579
Ikena Oncology, Inc.
IKNA
0001572451
Bonita David P
C/O IKENA ONCOLOGY, INC.
645 SUMMER STREET, SUITE 101
BOSTON
MA
02210
1
0
0
0
0
Non-Voting Common Stock
2023-08-04
4
A
0
153121
A
5582144
I
See Footnote
Common Stock
2098097
I
See Footnote
Common Stock
91014
I
See Footnote
Non-Voting Common Stock
157288
I
See Footnote
Series A Preferred Stock
2023-08-04
4
A
0
353192
A
Non-Voting Common Stock
353192
353192
I
See Footnote
On September 14, 2023, the Reporting Person filed a Form 4 that inadvertently reported the acquisition of shares of the Issuer's common stock rather than shares of Non-Voting Common Stock. This amendment corrects the type of shares of Issuer common stock acquired by the Reporting Person and the amount of securities beneficially owned by the Reporting Person.
Each share of Non-Voting Common Stock is convertible into one share of the Issuer's common stock at any time at the option of the holder without payment or additional consideration, subject to a 9.99% beneficial ownership limitation that may be increased or decreased by the holder upon 61 days' notice to the Issuer.
Received in exchange for shares of Class A common stock of Pionyr Immunotherapeutics, Inc. ("Pionyr") in accordance with the terms of the Agreement and Plan of Merger, dated August 4, 2023, by and among the Issuer, Portsmouth Merger Sub I, Inc., a wholly owned subsidiary of the Issuer, Portsmouth Merger Sub II, LLC, a wholly owned subsidiary of the Issuer, Pionyr, and Fortis Advisors LLC, as securityholder agent.
These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis Master Fund. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.
Each of the Reporting Person, OrbiMed Advisors, GP VI, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP VI, or Genesis GP is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Following approval by the Issuer's stockholders of the conversion of the Issuer's Series A Preferred Stock into shares of the Issuer's common stock, each share of Series A Preferred Stock is automatically convertible into one share of the Issuer's voting common stock; provided that if a holder of the Issuer's Series A Preferred Stock was a holder of the Issuer's Non-Voting Common Stock prior to such conversion, such holder will receive shares of the Issuer's Non-Voting Common Stock to the extent such conversion would result in such holder beneficially owning more than 9.99% of the Issuer's voting common stock.
/s/ David P. Bonita
2023-09-21