UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

Viela Bio, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

926613100

(CUSIP Number)

 

Geraine Chan

Boundless Meadow Limited

Suite 1518, Two Pacific Place,

88 Queensway, Hong Kong

People’s Republic of China

+852 3987 1788

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 5, 2020

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

(1)         Representing 8,322,353 shares of common stock directly held by Boundless Meadow Limited.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering (as defined below), in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”) on May 29, 2020.

 

2

 

(1)         Representing 8,322,353 shares of common stock directly held by Boundless Meadow Limited.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

3

 

CUSIP No. 926613100
1.		Names of Reporting Persons. Boyu Capital General Partner III, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 8,322,353 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 8,322,353 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,322,353 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 15.24%(2)
14.		Type of Reporting Person (See Instructions) PN

(1)         Representing 8,322,353 shares of common stock directly held by Boundless Meadow Limited.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

4

 

CUSIP No. 926613100
1.		Names of Reporting Persons. Boyu Capital General Partner III, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 8,322,353 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 8,322,353 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,322,353 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 15.24%(2)
14.		Type of Reporting Person (See Instructions) CO

(1)         Representing 8,322,353 shares of common stock directly held by Boundless Meadow Limited.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

5

 

CUSIP No. 926613100
1.		Names of Reporting Persons. Boyu Capital Opportunities Master Fund
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 300,000 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 300,000 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 0.55%(2)
14.		Type of Reporting Person (See Instructions) CO

 

(1)         Representing 300,000 shares of common stock directly held by Boyu Capital Opportunities Master Fund.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

6

 

CUSIP No. 926613100
1.		Names of Reporting Persons. Boyu Capital Investment Management Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 300,000 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 300,000 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 0.55%(2)
14.		Type of Reporting Person (See Instructions) CO

 

(1)         Representing 300,000 shares of common stock directly held by Boyu Capital Opportunities Master Fund.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

7

 

CUSIP No. 926613100
1.		Names of Reporting Persons. Boyu Capital Group Holdings Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 8,622,353 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 8,622,353 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,622,353 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 15.79%(2)
14.		Type of Reporting Person (See Instructions) CO

 

(1)         Consists of (i) 8,322,353 shares of common stock directly held by Boundless Meadow Limited and (ii) 300,000 common stock directly held by Boyu Capital Opportunities Master Fund.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

8

 

CUSIP No. 926613100
1.		Names of Reporting Persons. XYXY Holdings Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 8,622,353 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 8,622,353 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,622,353 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 15.79%(2)
14.		Type of Reporting Person (See Instructions) CO

 

(1)         Consists of (i) 8,322,353 shares of common stock directly held by Boundless Meadow Limited and (ii) 300,000 common stock directly held by Boyu Capital Opportunities Master Fund.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

9

 

CUSIP No. 926613100
1.		Names of Reporting Persons. Xiaomeng Tong
2.		Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.		Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With					7.		Sole Voting Power 0
					8.		Shared Voting Power 8,622,353 common stock(1)
					9.		Sole Dispositive Power 0
					10.		Shared Dispositive Power 8,622,353 common stock(1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,622,353 common stock(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.		Percent of Class Represented by Amount in Row (11) 15.79%(2)
14.		Type of Reporting Person (See Instructions) IN

 

(1)         Consists of (i) 8,322,353 shares of common stock directly held by Boundless Meadow Limited and (ii) 300,000 common stock directly held by Boyu Capital Opportunities Master Fund.

 

(2)         Percentage calculated based on an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

10

 

Item 1. Security and Issuer

 

This Amendment No. 1 to Schedule 13D (the “Amendment”) amends and supplements the statements on Schedule 13D that was originally filed on October 17, 2019 (as so amended and supplemented, the “Schedule 13D”) jointly by Boundless Meadow Limited (“Boundless Meadow”), Boyu Capital Fund III, L.P. (“BCF III”), Boyu Capital General Partner III, L.P. (“BCGP III LP”), Boyu Capital General Partner III, Ltd. (“BCGP III Ltd”), Boyu Capital Opportunities Master Fund (“BCOMF”), Boyu Capital Investment Management Ltd. (“BCIM”), Boyu Capital Group Holdings Ltd. (“BCGH”), XYXY Holdings Ltd. (“XYXY Holdings”) and Xiaomeng Tong (“Mr. Tong”, together with Boundless Meadow, BCF III, BCGP III LP, BCGP III Ltd, BCOMF, BCIM, BCGH and XYXY Holdings, the “Reporting Persons”). The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Common Stock”), of Viela Bio, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at One MedImmune Way, First Floor, Area Two, Gaithersburg, Maryland 20878. The Common Stock are listed on The Nasdaq Global Select Market under the symbol “VIE.”

 

Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended by replacing in its entirety Schedule I, incorporated therein by reference, with Schedule I hereto, which Schedule I is incorporated herein by reference.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following immediately before the final paragraph thereof:

 

On May 27, 2020, the Company, Boundless Meadow and certain other selling stockholders of the Company identified in Schedule II thereto (together with Boundless Meadow, the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Cowen and Company, LLC, as the representatives (the “Representatives”) of the underwriters (the “Underwriters”). Pursuant to the Underwriting Agreement and in connection with the registered public offering of 3,600,000 shares of Common Stock at a price of US$47.00 per share (the “Offering”), the Selling Stockholders agreed to grant the Underwriters an option (the “Overallotment Option”) to purchase up to an aggregate of 540,000 additional shares of Common Stock from the Selling Stockholders at the public offering price within 30 days from the date of the Underwriting Agreement. The Underwriting Agreement contains standard terms and conditions for a public offering including customary representations and warranties and indemnity provisions. The closing of the Offering occurred on June 1, 2020. The Underwriters exercised the Overallotment Option in full on June 3, 2020. In connection with the closing of the Overallotment Option on June 5, 2020, Boundless Meadow sold 360,000 shares of Common Stock to the Underwriters.

 

In connection with the Offering, each of Boundless Meadow, BCOMF and Mr. Tong entered into a lock-up agreement (the “May 2020 Lock-up Agreements”) pursuant to which they agreed, subject to certain exceptions, not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by each such person or entity (including holding as custodian) or with respect to which such person or entity has beneficial ownership within the rules and regulations of the SEC, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by such person or entity or someone other than such person or entity), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the Common Stock owned by such person or entity, whether any such transaction or arrangement (or instrument provided for thereunder) described in clause (i) or (ii) above would be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above, or exercise any right with respect to the registration of shares of Common Stock, in each such case during the period ending 45 days after the date set forth on the final prospectus used to sell the shares in the Offering.

 

The foregoing description of the Underwriting Agreement and the May 2020 Lock-up Agreements is not intended to be complete and is qualified in its entirety by the complete text of the Underwriting Agreement, which is incorporated herein by reference to Exhibit 1.1 to the Company’s Form S-1 filed on May 26, 2020, and the form of May 2020 Lock-up

 

11

 

Agreements filed herewith.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

 

(a)-(b) The aggregate number and percentage of shares of Common Stock to which this Amendment relates is 8,622,353 shares of Common Stock, constituting approximately 15.79% of the Company’s outstanding shares of Common Stock following the Offering. See Items 11 and 13 of the cover pages to this Amendment for the aggregate number and percentage of Common Stock that are beneficially owned by each Reporting Person as of the date hereof. See Items 7 through 10 of the cover pages to this Amendment for the number of Common Stock that are beneficially owned by each Reporting Person as of the date hereof as to whether there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. Neither the filing of this Amendment nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that (i) any of BCF III, BCGP III LP, BCGP III Ltd, BCGH, XYXY Holdings and Mr. Tong is the beneficial owner of any of the Common Stock beneficially owned by Boundless Meadow, or (ii) any of BCIM, BCGH, XYXY Holdings and Mr. Tong is the beneficial owner of any of the Common Stock beneficially owned by BCOMF, each for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. The aggregate number and percentage of shares of Common Stock reported herein are based upon an aggregate of (i) 51,012,300 shares of common stock outstanding as of March 31, 2020 and (ii) 3,600,000 shares of common stock issued in the Offering, in each case, as reported in the Issuer’s prospectus, dated May 27, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act on May 29, 2020.

 

(c) Except as disclosed elsewhere in this Amendment, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the general partners, directors or executive officers named on Schedule I hereto, has effected any transactions in the Common Stock in the last 60 days.

 

(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Amendment.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of Issuer.

 

Item 6 of the Schedule 13D is hereby amended by adding the following immediately before the final paragraph thereof:

 

Information about the Underwriting Agreement and the May 2020 Lock-up Agreements set forth or incorporated by reference in Item 4 of this Amendment is incorporated by reference into this Item 6.

 

Item 7. Materials to be Filed as Exhibits.

 

Item 7 is hereby amended by adding the following exhibits in appropriate numerical order.

 

Exhibit 3		Underwriting Agreement by and among the Company, the Selling Stockholders and the Representatives, dated May 27, 2020 (incorporated by reference to Exhibit 1.1 to the Form S-1 filed with the U.S. Securities and Exchange Commission by the Company on May 26, 2020)
Exhibit 4*		Form of May 2020 Lock-up Agreement

 

*Filed herewith

 

12

 

SIGNATURES

 

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.

 

Date: June 8, 2020

 

	Boundless Meadow Limited
	By:	/s/ Yong Leong Chu
		Name: Yong Leong Chu
		Title: Director
	Boyu Capital Fund III, L.P. By: Boyu Capital General Partner III, L.P. By: Boyu Capital General Partner III, Ltd.
	By	/s/ Yong Leong Chu
		Name:	Yong Leong Chu
		Title:	Director
	Boyu Capital General Partner III, L.P. By: Boyu Capital General Partner III, Ltd.
	By	/s/ Yong Leong Chu
		Name:	Yong Leong Chu
		Title:	Director
	Boyu Capital General Partner III, Ltd.
	By:	/s/ Yong Leong Chu
		Name:		Yong Leong Chu
		Title:		Director

 

13

 

SIGNATURES

 

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.

 

Date: June 8, 2020

 

	Boyu Capital Opportunities Master Fund
	By:	/s/ Vincent Fok
		Name:	Vincent Fok
		Title:	Director

 

14

 

SIGNATURES

 

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.

 

Date: June 8, 2020

 

	Boyu Capital Investment Management Ltd.
	By:	/s/ Yong Leong Chu
		Name:	Yong Leong Chu
		Title:	Director
	Boyu Capital Group Holdings Ltd.
	By:	/s/ Yong Leong Chu
		Name:	Yong Leong Chu
		Title:	Director
	XYXY Holdings Ltd.
	By:	/s/ Yong Leong Chu
		Name:	Yong Leong Chu
		Title:	Director

 

15

 

SIGNATURES

 

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.

 

Date: June 8, 2020

 

	Xiaomeng Tong
	By:	/s/ Xiaomeng Tong

 

 

16

 

SCHEDULE I

 

Set forth below is the name, business address, present principal occupation or employment and citizenship of the general partners of each of BCF III and BCGP III LP and the directors and executive officers of the other Reporting Persons as of the date hereof.

 

The following is a list of the executive officers and directors of Boundless Meadow:

 

 

The following is the general partner of BCF III:

 

 

The following is the general partner of BCGP III LP:

 

 

17

 

The following is a list of the executive officers and directors of BCGP III Ltd:

 

 

The following is a list of the executive officers and directors of BCOMF:

 

 

18

 

The following is a list of the executive officers and directors of BCIM:

 

 

The following is a list of the executive officers and directors of BCGH:

 

 

19

 

The following is a list of the executive officers and directors of XYXY Holdings:

 

 

The following is the information of Mr. Tong:

 

 

20

Exhibit 4

 

Viela Bio, Inc.

 

Lock-Up Agreement

 

May     , 2020

 

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

Cowen and Company, LLC

 

As representatives of the several Underwriters

named in Schedule I of the

Underwriting Agreement

 

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

 

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY  10282-2198

 

c/o Cowen and Company, LLC

599 Lexington Avenue, 27th Floor

New York, NY 10022

 

Re:  Viela Bio, Inc. - Lock-Up Agreement

 

Ladies and Gentlemen:

 

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Viela Bio, Inc., a Delaware corporation (the “Company”), the undersigned and certain other shareholders of the Company, providing for a public offering (the “Public Offering”) of shares (the “Shares”) of the common stock, $0.001 par value per share, of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”).

 

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement  and continuing to and including the date that is 45 days after the date set forth on the final prospectus used to sell the Shares (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the “Undersigned’s Shares”), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the Undersigned’s Shares, whether any such transaction or arrangement (or instrument provided for thereunder) described in clause (i) or (ii) above would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above.  The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, except for those Shares that will be offered for sale pursuant to the Underwriting Agreement.  In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not make any demand for or exercise any right with respect to the registration of the Undersigned’s Shares or publicly disclose the intention to make any such demand or exercise any such right, in each case other than pursuant to the Notice of Partial Exercise delivered by the undersigned dated May 18, 2020.  For the avoidance of doubt, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the Public Offering.

 

 

Notwithstanding the foregoing, the undersigned may transfer or otherwise dispose of the Undersigned’s Shares:

 

(i)            as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein;

 

(ii)           to any trust for the direct or indirect benefit of the undersigned or the immediate family (as defined below) of the undersigned; provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; and provided further that any filing under Section 16 of the Exchange Act reporting a reduction in beneficial ownership shall indicate in the footnotes thereto that the filing relates to the applicable circumstances described in this clause, and no other public announcement shall be required or shall be made voluntarily in connection with such transfer;

 

(iii)          in connection with the sale of the Undersigned’s Shares acquired in the Public Offering if the undersigned is not an officer or director of the Company, or acquired in open market transactions after the completion of the Public Offering;

 

(iv)          if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned, or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its shareholders, partners, members, beneficiaries or other equity holders; provided that in the case of any transfer or disposition contemplated by clauses (A) or (B) above, the transferee agrees to be bound in writing by the restrictions set forth herein and there shall be no further transfer of such securities except in accordance with this Lock-Up Agreement;

 

(v)           to the Company in connection with the exercise or settlement of options, warrants or other rights to acquire shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in accordance with their terms (including the vesting or settlement of restricted stock units and including, in each case, by way of net exercise and/or to cover withholding tax obligations in connection with such exercise, vesting or settlement) pursuant to an employee benefit plan, option, warrant or other right disclosed in the final prospectus for the Public Offering; provided that any such shares issued upon exercise of such option, warrant, restricted stock unit or other right shall be subject to the restrictions set forth herein; and provided further that any filing under Section 16 of the Exchange Act reporting a reduction in beneficial ownership shall indicate in the footnotes thereto that the filing relates to the applicable circumstances described in this clause, and no other public announcement shall be required or shall be made voluntarily in connection with such transfer;

 

 

(vi)          by will or intestacy, provided that the legatee, heir or other transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein;

 

(vii)         to any immediate family member, provided that such family member agrees to be bound in writing by the restrictions set forth herein;

 

(viii)        pursuant to a court order or a settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; provided that such transferee agrees to be bound in writing by the restrictions set forth herein; and provided further that any required filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition;

 

(ix)          to the Company pursuant to agreements under which the Company has (A) the option to repurchase such shares or (B) a right of first refusal with respect to transfers of such shares upon termination of service of the undersigned; provided that in the case of any transfer or disposition contemplated by clause (A), any required filing under Section 16 of the Exchange Act shall indicate in the footnotes thereto that the filing relates to the circumstances described in clause (A) and no other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition;

 

(x)           pursuant to the Underwriting Agreement; and

 

(xi)          with the prior written consent of each of the Representatives on behalf of the Underwriters.

 

Notwithstanding anything to the contrary, in the case of clauses (i), (iii), (iv), (vi) and (ix)(B) above, no filing under the Exchange Act or any other public filing or disclosure of such transfer by or on behalf of the undersigned reporting a reduction in beneficial ownership shall be required or voluntarily made during the Lock-up Period (other than a filing under Section 13 of the Exchange Act that is required to be filed during the Lock-Up Period), and in the case of clauses (ii), (iv), (vi) and (vii), any such transfer shall not involve a disposition for value.

 

Further, this Lock-Up Agreement shall not restrict any sale, disposal or transfer of the Undersigned’s Shares to a bona fide third party pursuant to a tender offer for securities of the Company or any merger, consolidation or other business combination involving a Change of Control (as defined below) of the Company occurring after the settlement of the Public Offering, that, in each case, has been approved by the board of directors of the Company; provided that all of the Undersigned’s Shares subject to this Lock-Up Agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Lock-Up Agreement; and provided further that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any of the Undersigned’s Shares subject to this Lock-Up Agreement shall remain subject to the restrictions on transfer set forth herein. For the purposes of this paragraph, “Change of Control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting share capital of the Company.  For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

 

 

Additionally, nothing in this Lock-Up Agreement shall prevent the undersigned from establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the Undersigned’s Shares; provided that such plan does not provide for any transfers of Common Stock during the Lock-Up Period and no filing under the Exchange Act nor any other public filing or disclosure of such trading plan shall be required or shall be made voluntarily during the Lock-Up Period.

 

In the event that (i) the Representatives release, in full or in part, any director of the Company or any officer or shareholder of the Company who is party to a lock-up agreement similar to this agreement that contains a paragraph similar to this paragraph (each such officer, director or other shareholder, a “Triggering Shareholder”) from the restrictions of any lock-up agreement similar to this agreement signed by such Triggering Shareholder for the benefit of any Underwriter in connection with the Public Offering and (ii) such release or series of releases cumulatively relates to more than 100,000 shares of Common Stock (as adjusted for any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event) held by the Triggering Shareholder ((i) and (ii) together, a “Triggering Release”), then the undersigned shall be automatically released from this agreement to the same extent, with respect to the same percentage of Company securities of the undersigned as the percentage of Company securities being released in the Triggering Release represent with respect to the Company securities held by the Triggering Shareholder (calculated as a percentage of the total outstanding shares of Common Stock held by the Triggering Shareholder) at the time of the request of the Triggering Release. In the event of a Triggering Release, the Company shall use commercially reasonable efforts to notify the undersigned within three (3) business days of the occurrence of such Triggering Release. Notwithstanding the foregoing, (i) the provisions of this paragraph will not apply if the release or waiver is effected (A) solely to permit a transfer not involving a disposition for value and if the transferee agrees in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of transfer or (B) due to circumstances of a bona fide emergency or hardship, as determined by the Representatives in their sole judgment, and (ii) if the release or waiver is in connection with any primary and/or secondary underwritten public offering of Shares (an “Underwritten Sale”), then such waiver or release shall only apply with respect to, and to the extent of, the undersigned’s participation in such Underwritten Sale.

 

The undersigned now has, and, except as contemplated above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

 

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.  This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

 

This Lock-Up Agreement (and for the avoidance of doubt, the Lock-Up Period described herein) and related restrictions shall automatically terminate upon the earliest to occur, if any, of (i) the Company advising the Representatives in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering, (ii) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriters, (iii) the Registration Statement is withdrawn, or (iv) May 31, 2020, in the event the Underwriting Agreement shall not have been executed on or before such date.

 

This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

[Signature Page Follows]

 

 

Very truly yours,

 

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