UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. __1______)*
Applied Molecular Technologies Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
03824M109
(CUSIP Number)
Jed Clark
General Counsel and CCO,
EPIQ Capital Group,
1 Lombard Street, Suite 200
San Francisco, California 94111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) EPQ LLC, AMT PS |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) þ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) WC |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14. | TYPE OF REPORTING PERSON (see instructions) PN |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EPQ LLC, AMTB PS |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) þ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) WC |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14. | TYPE OF REPORTING PERSON (see instructions) PN |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EPQ LLC, AMTC PS |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) þ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) WC |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) PN |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EPIQ Capital Group, LLC |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) þ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) AF |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION California |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14. | TYPE OF REPORTING PERSON (see instructions) IA |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chad Boeding |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) þ |
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| 3. | SEC USE ONLY |
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| 4. | SOURCE OF FUNDS (see instructions) AF, PF |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 0 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14. | TYPE OF REPORTING PERSON (see instructions) IN |
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to shares of Common Stock (the “Common Stock”) of Applied Molecular Transport Inc. (the “Company”). The Company is a remote-only company. Accordingly, the Company does not maintain a headquarters. Any stockholder communication required to be sent to the Company’s principal executive offices may be directed to the agent for service of process at the following address: Applied Molecular Transport Inc., c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, or to the email address: corporate.secretary@appliedmt.com. The Company’s telephone number is (650) 392-0420
Item 2. Identity and Background.
(a) – (c). This statement is being filed by the following persons: EPQ LLC, AMT PS a series in a Delaware limited liability company (“AMT PS”), EPQ LLC, AMTB PS, a series in a Delaware limited liability company (“AMTB PS”), EPQ LLC, AMTC PS, a series in a Delaware limited liability company (“AMTC PS”), EPIQ Capital Group, LLC, a California limited liability company (“EPIQ”) and Chad Boeding.
EPIQ is the Managing Member of each of AMT PS, AMTB PS and AMTC PS. Mr. Boeding is the Manager of EPIQ.
AMT PS, AMTB PS, AMTC PS and Mr. Boeding are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The principal business of each of the Reporting Persons is c/o EPIQ Capital Group, LLC, 1 Lombard Street, Suite 200, San Francisco, California 94111.
The shares to which this Schedule 13D relates were owned directly by each of AMT PS, AMTB PS, AMTC PS and by Mr. Boeding through a trust that he controls.
(d) – (e). During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f). Each of AMT PS, AMTB PS and AMTC PS is a series in a Delaware limited liability company. EPIQ is a Delaware limited liability company. Mr. Boeding is a citizen of the United States of America.
Item 3. Source or Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On December 27, 2023, the Company completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of September 21, 2023, by and among Cyclo Therapeutics, Inc. (“Cyclo”), Cameo Merger Sub, Inc., a wholly owned subsidiary of Cyclo (“Merger Sub”), and the Company, providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Cyclo (the “Merger”). At the Merger closing, each share of Common Stock previously reported on in this Statement on Schedule 13D was automatically converted into the right to receive 0.1331 shares of common stock of Cyclo. Refer to the Company’s Form 8-K filing with the Securities and Exchange Commission dated December 27, 2023 for additional information concerning the Merger.
Item 5. Interest in Securities of the Issuer.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) December 27, 2023.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
|
Exhibit No. |
Description: | |
| 99.1 | Joint Filing Agreement, dated as of January 5, 2024, by and among the Reporting Persons | |
| 99.2 | Form 8-K of the Company filed with the SEC on December 27, 2023 and announcing completion of the Merger (incorporated by reference). | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
EPQ LLC, AMT PS
By: EPIQ Capital Group, LLC its Managing Member
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
EPQ LLC, AMTB PS
By: EPIQ Capital Group, LLC its Managing Member
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
EPQ LLC, AMTC PS
By: EPIQ Capital Group, LLC its Managing Member
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
EPIQ Capital Group, LLC
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
By: /s/ Chad Boeding
Name: Chad Boeding
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement effective as of January 5, 2024.
EPQ LLC, AMT PS
By: EPIQ Capital Group, LLC its Managing Member
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
EPQ LLC, AMTB PS
By: EPIQ Capital Group, LLC its Managing Member
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
EPQ LLC, AMTC PS
By: EPIQ Capital Group, LLC its Managing Member
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
EPIQ Capital Group, LLC
By: /s/ Chad Boeding
Name: Chad Boeding
Title: Manager
By: /s/ Chad Boeding
Chad Boeding
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 26, 2023
APPLIED MOLECULAR TRANSPORT INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39306 | 81-4481426 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Address not Applicable(1)
(Address of principal executive offices, including zip code)
(650) 392-0420
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol |
Name of exchange on which registered |
| Common Stock, par value $0.0001 per share | AMTI | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at the following address: Applied Molecular Transport Inc., c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, or to the email address: corporate.secretary@appliedmt.com.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 26, 2023, Applied Molecular Transport Inc., a Delaware corporation (the “Company”), held a virtual special meeting of its stockholders (the “Special Meeting”) to consider certain proposals relating to the Agreement and Plan of Merger, dated as of September 21, 2023 (as it may be amended from time to time, the “Merger Agreement”) by and among Cyclo Therapeutics, Inc. (“Cyclo”), Cameo Merger Sub, Inc., a wholly owned subsidiary of Cyclo (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Cyclo.
At the Special Meeting, the Company’s stockholders voted (i) to adopt the Merger Agreement and approve the Merger (the “Merger Proposal”) and (ii) to approve on a non-binding, advisory basis, the compensation that will or may become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “Advisory Compensation Proposal”).
The Company’s stockholders were entitled to one vote for each share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), held as of the close of business on November 17, 2023 (the “Record Date”). At the close of business on the Record Date, there were 41,848,990 shares of Common Stock issued and outstanding, each of which was entitled to vote at the Special Meeting. Present at the Special Meeting, via the virtual special meeting website or by proxy, were holders of 29,116,673 shares of Common Stock, representing 69.58% of the outstanding shares of Common Stock eligible to vote at the Special Meeting, and constituting a quorum. The final results of voting are set forth below.
Proposal 1 - The Company’s stockholders approved the Merger Proposal and the voting results are as follows:
| Votes For | Votes Against | Abstentions |
| 29,015,439 | 100,425 | 809 |
Proposal 2 - The Company’s stockholders approved the Advisory Compensation Proposal and the voting results are as follows:
| Votes For | Votes Against | Abstentions |
| 24,624,325 | 4,488,772 | 3,576 |
In light of the approval of Proposal 1, Proposal 3 described in the Company’s definitive proxy statement (relating to the adjournment of the Special Meeting) was rendered moot and was not presented at the Special Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APPLIED MOLECULAR TRANSPORT INC. | ||
| Date: December 26, 2023 | By: | /s/ Shawn Cross |
| Shawn Cross | ||
| Chief Executive Officer and Chair of the Board of Directors |