| Item 1. | |
| (a) | Name of issuer:
PRECISION BIOSCIENCES INC |
| (b) | Address of issuer's principal executive
offices:
302 EAST PETTIGREW STREET, SUITE A-100, DURHAM, NORTH CAROLINA, 27701. |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the Common Stock (as defined in Item 2(d) below) of the Company:
(i) Aquilo Capital, L.P.
(ii) Aquilo Capital Management, LLC
(iii) Marc Schneidman |
| (b) | Address or principal business office or, if
none, residence:
(i) Aquilo Capital, L.P.
One Letterman Drive, Suite D4900
Building D, The Presidio
San Francisco, CA 94129
(ii) Aquilo Capital Management, LLC
One Letterman Drive, Suite D4900
Building D, The Presidio
San Francisco, CA 94129
(iii) Marc Schneidman
c/o Aquilo Capital Management, LLC
One Letterman Drive, Suite D4900
Building D, The Presidio
San Francisco, CA 94129 |
| (c) | Citizenship:
(i) Aquilo Capital, L.P. - DE
(ii) Aquilo Capital Management, LLC - CA
(iii) Marc Schneidman - USA |
| (d) | Title of class of securities:
Common Stock, par value $0.000005 per share |
| (e) | CUSIP No.:
74019P207 |
| 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: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Aquilo Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Aquilo Capital Management, LLC, which serves as the general partner and investment manager to investment funds, including but not limited to, Aquilo Capital, L.P., (collectively the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Schneidman, as Managing Member of Aquilo Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the Funds are the beneficial owner of any of the securities reported herein.
Aquilo Capital L.P
Amount beneficially owned: 521,372
Aquilo Capital Management, LLC
Amount beneficially owned: 791,862
Marc Schneidman
Amount beneficially owned: 791,862 |
| (b) | Percent of class:
This calculation for Aquilo Capital, L.P. is comprised of beneficial ownership of 521,372 shares of Common Stock which consists of (i) 312,372 shares of Common Stock and (ii) 209,000 shares issuable upon exercise of warrants held by Aquilo Capital, LP (the "Warrants"). All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 6.6% of the Common Stock based on (i) 7,671,059 shares of Common Stock outstanding as of October 31, 2024 as represented in the 10Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 4, 2024, plus (ii) 209,000 shares of Common Stock issuable upon the exercise of the Warrants.
The amount for Aquilo Capital Management, LLC and Marc Schneidman is comprised of beneficial ownership of 791,862 shares of Common Stock which consists of (i) 536,376 shares of Common Stock and (ii) 255,486 shares issuable upon exercise of warrants held by Aquilo Capital Management, LLC (the "Warrants"). All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock based on (i) 7,671,059 shares of Common Stock outstanding as of October 31, 2024 as represented in the 10Q filed by the Issuer with the Securities and Exchange Commission ("SEC") on November 4, 2024, plus (ii) 255,486 shares of Common Stock issuable upon the exercise of the Warrants. The foregoing excludes 57,014 shares of Common Stock issuable upon exercise of the Warrants because the Warrants contain a blocker provision under which the holder does not have the right to exercise the Warrants to the extent that together with the holder's affiliates and any other person or entity acting as a group together with the holder of any or the holder's affiliates, owns more than 9.99% of the Common Stock.
Aquilo Capital LP
Percent of Class: 6.6%
Aquilo Capital Management, LLC
Percent of Class: 9.9%
Marc Schneidman
Percent of Class: 9.9% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Aquilo Capital L.P
Sole power to vote or to direct the vote: 0
Aquilo Capital Management, LLC
Sole power to vote or to direct the vote: 0
Marc Schneidman
Sole power to vote or to direct the vote: 0
|
| | (ii) Shared power to vote or to direct the
vote:
Aquilo Capital L.P
Shared power to vote or to direct the vote: 521,372
Aquilo Capital Management, LLC
Shared power to vote or to direct the vote: 791,862
Marc Schneidman
Shared power to vote or to direct the vote: 791,862
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Aquilo Capital L.P
Sole power to dispose or to direct the disposition of: 0
Aquilo Capital Management, LLC
Sole power to dispose or to direct the disposition of: 0
Marc Schneidman
Sole power to dispose or to direct the disposition of: 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Aquilo Capital L.P
Shared power to dispose or to direct the disposition of: 521,372
Aquilo Capital Management, LLC
Shared power to dispose or to direct the disposition of: 791,862
Marc Schneidman
Shared power to dispose or to direct the disposition of: 791,862
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The Funds have 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 Statement. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Note Above. |
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
