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