This amendment (“Amendment No. 2”), amends the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on July 29, 2020, as subsequently amended by Amendment No. 1 filed on October 5, 2020 (collectively, the “Schedule”), to report a decrease in beneficial ownership of common stock of the Issuer held by Novo Holdings A/S resulting from the sale of shares by Novo Holdings A/S. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.
| Item 2. | Identity and Background |
Item 2 is amended and replaced in its entirety as follows:
| | (a) | Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S and Novozymes A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S. |
The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.
| | (b) | The business address of both Novo Holdings A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark. |
The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.
| | (c) | Novo Holdings A/S, a holding company that is responsible for managing the Foundation’s assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector. |
The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.
| | (d) | Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings. |
| | (e) | Within the last five years, neither Novo Holdings A/S, the Foundation, nor any person named in Schedule I was a party to a 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 violation with respect to such laws. |
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) and (c) are amended and replaced in its entirety as follows:
(a) Novo Holdings A/S beneficially owns 2,194,379 shares of Common Stock representing approximately 9.4% of the Issuer’s outstanding shares of Common Stock, based upon 23,372,844 shares of the Issuer’s Common Stock outstanding as of November 6, 2020, as reported in the Issuer’s 10-Q filed with the SEC on November 12, 2020.
(c) On January 28, 2021, Novo Holdings A/S sold 375,000 shares at $21.00 per share in a block sale broker transaction. No other transactions in the Issuer’s Common Stock were effected by Novo Holdings A/S nor the Foundation nor any person listed on Schedule I to the Schedule in the Issuer’s Common Stock within the past 60 days.
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