UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
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, 2022
(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 | |
| 4,866,132 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 4,866,132 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,866,132 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) |
| 10.5% | |
| 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 | |
| 4,866,132 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 4,866,132 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,866,132 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 10.5% | |
| 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 | |
| 4,866,132 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 4,866,132 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,866,132 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 10.5% | |
| 12 | TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| CUSIP NO. 74349U 108 |
| 1 | NAMES OF REPORTING PERSONS |
| David M. Wrigley | |
| 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 | |
| 4,866,132 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 4,866,132 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,866,132 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 10.5% | |
| 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
David M. Wrigley
| 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 a statement in a prospectus, dated December 8, 2022, as filed with the Securities and Exchange Commission on December 9, 2022, that there would be 46,393,636 shares of common stock outstanding following the closing, on or about December 13, 2022, of its public offering of shares.
The securities reported in this Schedule 13G/A 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. Wrigley, the Executive 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 14, 2023
| CEDARS SINAI INTELLECTUAL PROPERTY COMPANY, INC. | CEDARS-SINAI MEDICAL CENTER | |||
| By: | /s/ James D. Laur | By: | /s/ David M. Wrigley | |
| Name: | James D. Laur | Name: | David M. Wrigley | |
| Title: | Chief Executive Officer | Title: | Executive Vice President and Chief Financial Officer | |
| David M. Wrigley | THOMAS M. PRISELAC | |||
| /s/ David M. Wrigley | /s/ Thomas M. Priselac | |||
| CUSIP NO. 74349U 108 |
Exhibit 99.1
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 David M. Wrigley hereby agree to file jointly the statement on this Schedule 13G/A (this “Schedule 13G/A”) 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/A, 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/ David M. Wrigley | |
| Name: | James D. Laur | Name: | David M. Wrigley | |
| Title: | Chief Executive Officer | Title: | Executive Vice President and Chief Financial Officer | |
| David M. Wrigley | THOMAS M. PRISELAC | |||
| /s/ David M. Wrigley | /s/ Thomas M. Priselac | |||