0001209191-21-007457.txt : 20210203 0001209191-21-007457.hdr.sgml : 20210203 20210203182954 ACCESSION NUMBER: 0001209191-21-007457 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210203 DATE AS OF CHANGE: 20210203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Poukalov Konstantin CENTRAL INDEX KEY: 0001678736 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39971 FILM NUMBER: 21587846 MAIL ADDRESS: STREET 1: C/O KADMON HOLDINGS, LLC STREET 2: 450 E 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Landos Biopharma, Inc. CENTRAL INDEX KEY: 0001785345 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 815085535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 KRAFT DRIVE, SUITE 216 CITY: BLACKSBURG STATE: VA ZIP: 24060 BUSINESS PHONE: 540-818-2844 MAIL ADDRESS: STREET 1: 1800 KRAFT DRIVE, SUITE 216 CITY: BLACKSBURG STATE: VA ZIP: 24060 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-03 0 0001785345 Landos Biopharma, Inc. LABP 0001678736 Poukalov Konstantin C/O LANDOS BIOPHARMA, INC. 1800 KRAFT DRIVE, SUITE 216 BLACKSBURG VA 24060 1 0 1 0 Series A Preferred Stock 0.00 Common Stock 5883538 I By funds Series B Preferred Stock 0.00 Common Stock 7486190 I By funds Each share of the Issuer's Series A preferred stock will automatically convert into 1.8249 shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series A preferred stock has no expiration date. Consists of 2,941,769 shares of common stock issuable upon conversion of Series A preferred stock held by Perceptive Life Sciences Master Fund, Ltd. ("PLSMF") and 2,941,769 shares of common stock issuable upon conversion of Series A preferred stock held by Perceptive Xontogeny Venture Fund, LP ("PXVF"). Perceptive Advisors, LLC ("Perceptive Advisors") serves as the investment manager to PLSMF and PXVF. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Securities are held by Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors LLC ("Perceptive Advisors") serves as the investment manager to Perceptive Life Sciences Master Fund Ltd. and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Managing Director of Perceptive Advisors and may be deemed to indirectly beneficially own the securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Each share of the Issuer's Series B preferred stock will automatically convert into 1.8249 shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series B preferred stock has no expiration date. Consists of 2,857,795 shares of common stock issuable upon conversion of Series B preferred stock held by PLSMF, 2,857,795 shares of common stock issuable upon conversion of Series B preferred stock held by PXVF and 1,770,600 shares of common stock issuable upon conversion of Series B preferred stock held by PX Venture (A), LLC ("PXV"). Perceptive Advisors serves as the investment manager to PLSMF, PXVF and PXV. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Securities are held by Perceptive Xontogeny Venture Fund, LP. Perceptive Advisors serves as the investment manager to Perceptive Xontogeny Venture Fund, LP and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Managing Director of Perceptive Advisors and may be deemed to indirectly beneficially own the securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Exhibit List - Exhibit 24 - Power of Attorney /s/ Eric W. Blanchard, Attorney-in-Fact 2021-02-03 EX-24.3_959802 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints JOSEP BASSAGANYA-RIERA and ERIC W. BLANCHARD, the undersigned's true and lawful attorney-in-fact and agent to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of LANDOS BIOPHARMA, INC. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) as to attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 29, 2021. /s/ Konstantin Poukalov Konstantin Poukalov