0001104659-22-020188.txt : 20220211 0001104659-22-020188.hdr.sgml : 20220211 20220211124730 ACCESSION NUMBER: 0001104659-22-020188 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 GROUP MEMBERS: CEDARS-SINAI MEDICAL CENTER GROUP MEMBERS: EDWARD M. PRUNCHUNAS GROUP MEMBERS: THOMAS M. PRISELAC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Prometheus Biosciences, Inc. CENTRAL INDEX KEY: 0001718852 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 814282653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92364 FILM NUMBER: 22618737 BUSINESS ADDRESS: STREET 1: 9410 CARROLL PARK DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 200-7888 MAIL ADDRESS: STREET 1: 9410 CARROLL PARK DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Precision IBD, Inc. DATE OF NAME CHANGE: 20171004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cedars Sinai Intellectual Property Co CENTRAL INDEX KEY: 0001868047 IRS NUMBER: 871097792 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8700 BEVERLY BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 BUSINESS PHONE: 310-423-5284 MAIL ADDRESS: STREET 1: 8700 BEVERLY BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 SC 13G 1 tm226212d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

____________________

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __) *

 

Prometheus Biosciences, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

74349U 108
(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP NO.  74349U 108  

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cedars Sinai Intellectual Property Company

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

 
3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

 
6

SHARED VOTING POWER

 

5,008,508

 
7

SOLE DISPOSITIVE POWER

 

0

 
8

SHARED DISPOSITIVE POWER

 

5,008,508

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,008,508 shares

 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.8%

 
12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

 

 

 

CUSIP NO.  74349U 108  

 

1

NAMES OF REPORTING PERSONS

 

Cedars-Sinai Medical Center

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

 
3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

 
6

SHARED VOTING POWER

 

5,008,508

 
7

SOLE DISPOSITIVE POWER

 

0

 
8

SHARED DISPOSITIVE POWER

 

5,008,508

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,008,508

 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.8%

 
12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

 

 

 

CUSIP NO.  74349U 108  

 

1

NAMES OF REPORTING PERSONS

 

Thomas M. Priselac

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

 
3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

 
6

SHARED VOTING POWER

 

5,008,508

 
7

SOLE DISPOSITIVE POWER

 

0

 
8

SHARED DISPOSITIVE POWER

 

5,008,508

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,008,508

 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.8%

 
12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

 

 

CUSIP NO.  74349U 108  

 

1

NAMES OF REPORTING PERSONS

 

Edward M. Prunchunas

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

 
3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

 
6

SHARED VOTING POWER

 

5,008,508

 
7

SOLE DISPOSITIVE POWER

 

0

 
8

SHARED DISPOSITIVE POWER

 

5,008,508

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,008,508

 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.8%

 
12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

 

 

CUSIP NO.  74349U 108  

 

Item 1 (a).Name of Issuer:

 

Prometheus Biosciences, Inc. (the “Issuer”)

 

Item 1 (b).Address of Issuer’s Principal Executive Offices:

 

9410 Carroll Park Drive

San Diego, California 92121

 

Item 2 (a).Name of Person Filing:

 

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

 

Cedars Sinai Intellectual Property Company (“CSIPC”)

Cedars-Sinai Medical Center (“CSMC”)

Thomas M. Priselac

Edward M. Prunchunas

 

Item 2 (b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office for each of the Reporting Persons is:

 

c/o Cedars-Sinai Medical Center

8700 Beverly Boulevard

Los Angeles, California 90048

 

Item 2 (c).Citizenship:

 

See cover pages Item 4

 

Item 2 (d).Title of Class of Securities:

 

Common Stock, $0.0001 per value per share (“Common Stock”)

 

Item 2 (e).CUSIP Number:

 

74349U 108

 

Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.Ownership

 

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 38,939,220 shares of Common Stock outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021 filed on November 12, 2021.

 

The securities reported in this Schedule 13G are held directly by CSIPC. CSIPC is a wholly-owned subsidiary of CSMC. CSMC is deemed to share voting and dispositive power with respect to the shares held by CSIPC. Mr. Priselac, the President and Chief Executive Officer of CSMC, and Mr. Prunchunas, the Senior Vice President and Chief Financial Officer of CSMC, are deemed to share voting and dispositive power with respect to the shares held by CSIPC. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

 

 

 

 

CUSIP NO.  74349U 108  

 

Item 5.Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certifications

 

Not applicable.

 

 

 

 

CUSIP NO.  74349U 108  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2022

 

CEDARS SINAI INTELLECTUAL PROPERTY COMPANY, INC. CEDARS-SINAI MEDICAL CENTER
   
By: /s/ James D. Laur By: /s/ Edward M. Prunchunas
Name:  James D. Laur Name:  Edward M. Prunchunas
Title:  Chief Executive Officer Title:  Executive Vice President of Finance and Treasurer
   
EDWARD M. PRUNCHUNAS THOMAS M. PRISELAC
   
   
/s/ Edward M. Prunchunas /s/ Thomas M. Priselac

 

 

 

EX-99.1 2 tm226212d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

CUSIP NO.  74349U 108  

 

Agreement of Reporting Persons

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Act”), Cedars Sinai Intellectual Property Company, Cedars-Sinai Medical Center, Thomas M. Priselac, and Edward M. Prunchunas hereby agree to file jointly the statement on this Schedule 13G (this “Schedule 13G”) to which this Agreement is attached and any further amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on this Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto.

 

CEDARS SINAI INTELLECTUAL PROPERTY COMPANY, INC. CEDARS-SINAI MEDICAL CENTER
   
By: /s/ James D. Laur By: /s/ Edward M. Prunchunas
Name:  James D. Laur Name:  Edward M. Prunchunas
Title:  Chief Executive Officer Title:  Executive Vice President of Finance and Treasurer
   
EDWARD M. PRUNCHUNAS THOMAS M. PRISELAC
   
   
/s/ Edward M. Prunchunas /s/ Thomas M. Priselac