0001104659-19-031224.txt : 20190522 0001104659-19-031224.hdr.sgml : 20190522 20190522213658 ACCESSION NUMBER: 0001104659-19-031224 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190522 FILED AS OF DATE: 20190522 DATE AS OF CHANGE: 20190522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NG CAROLYN CENTRAL INDEX KEY: 0001777346 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38916 FILM NUMBER: 19847787 MAIL ADDRESS: STREET 1: C/O BICYCLE THERAPEUTICS LIMITED STREET 2: B900 BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BICYCLE THERAPEUTICS Ltd CENTRAL INDEX KEY: 0001761612 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: B900 BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT BUSINESS PHONE: 011441223261503 MAIL ADDRESS: STREET 1: B900 BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT 3 1 a3.xml 3 X0206 3 2019-05-22 0 0001761612 BICYCLE THERAPEUTICS Ltd BCYC 0001777346 NG CAROLYN C/O BICYCLE THERAPEUTICS PLC B900, BABRAHAM RESEARCH CAMPUS CAMBRIDGE X0 CB22 3AT UNITED KINGDOM 1 0 0 0 Series B1 Preferred Shares Ordinary Shares 1272733 I By Vertex Global Healthcare Fund I PTE. Ltd Series B1 Preferred Share Warrants 2025-03-31 Series B1 Preferred Shares 141668 I By Vertex Global Healthcare Fund I PTE. Ltd Series B2 Preferred Shares Ordinary Shares 206767 I By: Vertex Global Healthcare Fund I PTE. Ltd. Each Series B1 Preferred Share shall automatically convert into Ordinary Shares on a one for 1.429 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date. Share numbers give effect to the bonus shares issued to each holder of ordinary shares on the basis of 1.429 bonus shares for each ordinary share in issue, effective on May 13, 2019, which will be effective for the ordinary shares upon their conversion to ordinary shares upon the closing of the Issuer's initial public offering. The number of shares reflects the conversion of the Series B1 Preferred Shares and the Series B2 Preferred Shares into Ordinary Shares as set out in footnotes (1) and (4). The Warrants to purchase Series B1 Preferred Shares have an exercise price of a nominal value per share. The Warrants are immediately exercisable and expire on March 31, 2025. Each Series B2 Preferred Share shall automatically convert into Ordinary Shares on a one for 1.429 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date. Exhibit 24 - Power of Attorney /s/ Lee Kalowski, as Attorney-in-Fact 2019-05-22 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Lee Kalowski and Kevin Lee, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Bicycle Therapeutics Limited (the “Company”), (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each thereof, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, 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 each 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

 

This Power of Attorney shall remain in full force and effect until 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, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of the Company.

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this  10th  day of May, 2019.

 

 

/s/ Carolyn Ng

 

Name: Carolyn Ng