| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/22/2021 |
3. Issuer Name and Ticker or Trading Symbol
Chardan Healthcare Acquisition 2 Corp. [ CHAQ ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,387,540(1)(2) | I | By RTW(3) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | (4) | (4) | Common Stock | 175,000 | (4) | I | By RTW(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The number of securities beneficially owned as reported in Table I herein include common stock ("Shares") held directly and through units (the "Units") by RTW Master Fund, Ltd. and one or more other private funds (collectively, the "Funds") managed by RTW Investments, LP (the "Adviser"). Each Unit consists of one Share, and one warrant. Each warrant entitles the holder thereof to purchase one-half (1/2) Share. Each warrant will become exercisable on the later of one year after the closing of the offering described in the Issuer's prospectus (the "Prospectus") filed with the SEC on April 28, 2020, or the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) Share. |
| 2. On March 24, 2021 (the "Reference Date"), the Funds purchased Shares resulting in a percentage of beneficial ownership of the Reporting Persons in the Issuer of greater than 10.00%, which was 10.62%, based upon 10,778,305 Shares outstanding as of March 3, 2021 (according to the Issuer's Form 10-K filed with the SEC on March 4, 2021). The Reporting Persons did not timely report these purchases due to an administrative oversight associated with the order management system employed by the Adviser in accurately identifying and recording all elements of this coupled security (shares and warrants), which the Adviser did not discover until after July 22, 2021. Once the Adviser discovered this oversight, it modified its processes to rectify it and to avoid similar occurrences in the future. Following the Reference Date, the Funds purchased an aggregate of 243,344 additional Shares, and none of the Funds nor any Reporting Person sold any Shares. |
| 3. The securities reported herein may be deemed beneficially owned by each of: (i) the Adviser, which is deemed the beneficial owner of Shares held by the Funds, which are investment funds managed by the Adviser, and (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of the Adviser. Dr. Wong exercises voting and dispositive control over the Shares held by the Adviser and is therefore deemed to be a beneficial owner of securities owned or controlled by the Adviser. Each of the Adviser and Dr. Wong disclaims beneficial ownership of the reported securities held by the Funds, except to the extent of its or his pecuniary interest therein. |
| 4. The warrants reported herein are securities constituting components of the Units. Each warrant will become exercisable on the later of one year after the closing of the offering described in the Prospectus, or the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption. Each warrant entitles the holder thereof to purchase one-half (1/2) Share, and thus the reported amount in Table II reflects the total amount of Shares that may be received upon such conversion. |
| RTW Investments, LP By: /s/ Roderick Wong, Managing Partner | 07/29/2021 | |
| Roderick Wong By: /s/ Roderick Wong | 07/29/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||