*
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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. M96088105
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Monograph Capital Partners I, L.P.
|
|
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|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
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|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
|
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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|
|
0 |
|
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|||
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||||
8
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SHARED VOTING POWER
|
|
|
||
1,572,327
|
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
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||
0 |
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|||
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||||
10
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SHARED DISPOSITIVE POWER
|
|
|
||
1,572,327
|
|
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
12
|
CHECK BOX 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)
|
|
|
||
5.1% (1)
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
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|||
|
|
CUSIP No. M96088105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Monograph Capital Partners I GenPar, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.1% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. M96088105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Monograph Capital Holdings Advisors, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.1% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. M96088105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fred Cohen
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
90,000 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
90,000 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,662,327
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. M96088105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Charles Conn
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,572,327
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
5.1% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
(a) |
This Statement is being filed jointly by:
|
(i) |
Monograph Capital Partners I, L.P., a Delaware limited partnership (“Monograph I”);
|
(ii) |
Monograph Capital Partners I GenPar, LP, a Delaware limited partnership and general partner of Monograph (“GenPar I”);
|
(iii) |
Monograph Capital Holdings Advisors, LLC, a Delaware limited liability company and general partner of Monograph (“GovCo”);
|
(iv) |
Fred Cohen, a United States citizen and managing member of GovCo; and
|
(v) |
Charles Conn, a United States citizen and managing member of GovCo
|
(b) |
The address of the business office of each of the Reporting Persons is 4001 Kennett Pike Suite 302 Wilmington, Delaware 19807.
|
(c) |
The principal business of (i) Monograph I is engaging in venture-type investments in life sciences companies, (ii) GenPar I is serving as general partner of Monograph I, (iii) GovCo is serving as general
partner of GenPar I and other affiliated entities and (iv) Messrs. Cohen and Conn are serving as directors, managing members or the equivalent of GovCo and other affiliated entities.
|
(d) |
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit
|
Description
|
|
Joint Filing Agreement, dated August 1, 2023
|
||
Power of Attorney for Fred Cohen, dated August 1, 2023
|
||
Power of Attorney for Charles Conn, dated August 1, 2023
|
Dated: August 4, 2023
|
||
Monograph Capital Partners I., L.P.
|
||
By:
|
Monograph Capital Partners I GenPar, LP, its General Partner
|
|
By:
|
Monograph Capital Holdings Advisors LLC, its General Partner
|
/s/ Michael LaGatta
|
|
Michael LaGatta
|
|
Partner and Authorized Signatory
|
Monograph Capital Partners I GenPar, LP
|
||
By:
|
Monograph Capital Holdings Advisors, LLC
|
|
/s/ Michael LaGatta
|
|
Michael LaGatta
|
|
Partner and Authorized Signatory
|
Monograph Capital Holdings Advisors, LLC
|
|
/s/ Michael LaGatta
|
|
Michael LaGatta
|
|
Partner and Authorized Signatory
|
Fred Cohen
|
|
/s/ Michael LaGatta
|
|
Michael LaGatta, Attorney-in-fact (1)
|
Charles Conn
|
|
/s/ Michael LaGatta
|
|
Michael LaGatta, Attorney-in-fact (2)
|
|
(1) |
Michael LaGatta is signing on behalf of Fred Cohen pursuant to a power of attorney dated August 1, 2023.
|
(2) |
Michael LaGatta is signing on behalf of Charles Conn pursuant to a power of attorney dated August 1, 2023.
|
Monograph Capital Partners I., L.P.
|
||
By:
|
Monograph Capital Partners I GenPar, LP,
its General Partner
|
|
By:
|
Monograph Capital Holdings Advisors LLC,
its General Partner
|
By:
|
/s/ Michael LaGatta
|
|
Name:
|
Michael LaGatta
|
|
Title:
|
Partner and Authorized Signatory
|
Monograph Capital Partners I GenPar, LP
|
||
By:
|
Monograph Capital Holdings Advisors, LLC, its General Partner
|
By:
|
/s/ Michael LaGatta
|
|
Name:
|
Michael LaGatta
|
|
Title:
|
Partner and Authorized Signatory
|
|
Monograph Capital Holdings Advisors, LLC
|
||
By:
|
/s/ Michael LaGatta
|
|
Name:
|
Michael LaGatta
|
|
Title:
|
Partner and Authorized Signatory
|
|
Fred Cohen
|
||
By:
|
/s/ Michael LaGatta
|
|
Name:
|
Michael LaGatta, Attorney-in-fact (1)
|
Charles Conn
|
||
By:
|
/s/ Michael LaGatta
|
|
Name:
|
Michael LaGatta, Attorney-in-fact (2)
|
(1)
|
Michael LaGatta is signing on behalf of Fred Cohen pursuant to a power of attorney dated August 1, 2023.
|
(2)
|
Michael LaGatta is signing on behalf of Charles Conn pursuant to a power of attorney dated August 1, 2023.
|
/s/ Fred Cohen
|
||
Fred Cohen
|
/s/ Charles Conn
|
||
Charles Conn
|