SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment ___)*
Entasis Therapeutics Holdings Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
293614 103
(CUSIP Number)
Robert Hopfner
Pivotal bioVenture Partners Fund I U.G.P., Ltd.
501 2nd Street, Suite 216
San Francisco, CA 94107
(415)697-1002
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Setember 28, 2018
(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) or240.13d-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. SeeSection 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, as amended (“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).
CUSIP No. 293614 103
| 1. | Names of Reporting Persons.
Pivotal bioVenture Partner Fund I, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 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)
☐ | |||||
| 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
1,180,178 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,180,178 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,178 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.0% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 22663K 107
| 1. | Names of Reporting Persons.
Pivotal bioVenture Partner Fund I G.P., L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 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
1,180,178 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,180,178 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,178 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.0% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 22663K 107
| 1. | Names of Reporting Persons.
Pivotal bioVenture Partners Fund I U.G.P., Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 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
1,180,178 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,180,178 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,178 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.0% | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”), of Entasis Therapeutics Holdings Inc., a corporation incorporated under the laws of the State of Delaware (the “Issuer”), which has its principal executive offices at 35 Gatehouse Drivate, Waltham, MA 02451.
Item 2. Identity and Background
| (a) | This Schedule 13D is being filed by Pivotal bioVenture Partners Fund I, L.P. (“Pivotal”), Pivotal bioVenture Partners Fund I G.P., L.P. (“Pivotal GP”) and Pivotal bioVenture Partners Fund I U.G.P., Ltd. (the “Ultimate General Partner” and together with Pivotal and Pivotal GP, a “Reporting Person,” and collectively, the “Reporting Persons”). Pivotal GP is the general partner of Pivotal, and Ultimate General Partner is the general partner of Pivotal GP. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1. |
| (b) | The address of the principal business office of each of the Reporting Persons is 1700 Owens Street, Suite 595, San Francisco, CA 94158. |
| (c) | The principal business of each of the Reporting Persons is purchasing, holding and selling securities for investment purposes. |
| (d) | During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed in Schedule A, has been 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 of 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. |
| (f) | Pivotal is a Cayman Islands exempted limited partnership. Pivotal GP is a Cayman Islands exempted limited partnership. Ultimate General Partner is a Cayman Islands exempted company. |
Schedule A attached hereto sets forth the information regarding the directors and officers of the Ultimate General Partner.
Item 3. Source and Amount of Funds or Other Consideration
Pivotal acquired 337,724 shares of Common Stock in the Issuer’s initial public offering for an aggregate purchase price of $5,065,860. In August and December of 2017, Pivotal acquired 7,446,904 shares of the Issuer’s SeriesB-1 Tranche A Convertible Preferred Stock (the “Tranche A Shares”) and 9,502,249 shares of the Issuer’s SeriesB-1 Tranche B Convertible Preferred Stock (the “Tranche B Shares,” and together with the Tranche A Shares, the “SeriesB-1 Shares”) for an aggregate purchase price of $10,000,0000. The source of the funds used for the purchase of the shares of Common Stock and the SeriesB-1 Shares was the working capital of Pivotal. In connection with the closing of the Issuer’s initial public offering, the SeriesB-1 Shares held by Pivotal automatically converted into 842,454 shares of Common Stock.
Item 4. Purpose of Transaction
The Reporting Persons acquired and beneficially own the shares of Common Stock reportd on this Schedule 13D for investment purposes.
Dr. Heather Preston, M.D. is a managing partner at Pivotal bioVenture Partners and is a director of the Issuer.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of its Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect to their investment in the Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring or causing affiliates to acquire additional shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the shares of Common Stock in open market transactions, in privately negotiated transactions or through other methods; or (iii) continuing to hold or causing affiliates to hold the shares of Common Stock (or any derivative thereof). In addition, the Reporting Persons may engage, either directly or indirectly through Dr. Preston, in discussions with the Issuer’s management, members of its board of directors, stockholders and other relevant parties or take other actions concerning the Issuer’s operations, capital expenditures, financings, executive compensation practices, capital structure, and the composition of the Issuer’s Board of Directors, and any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The information in Item 6 of this Schedule 13D is incorporated by reference into this Item 4.
Item 5. Interest in Securities of the Issuer
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 13,099,735 outstanding shares of Common Stock, as reported by the Issuer in its Form10-Q filed with the Securities and Exchange Commission on November 14, 2018. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | The information disclosed in Item 3 above and Schedule B attached hereto is incorporated by reference into this Item 5(c). |
| (d) | No person (other than the Reporting Persons) 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, the shares of Common Stock subject to this Schedule 13D. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Lock-up Agreement
Pursuant tolock-up agreements (each, a “Lock-Up Agreement”) signed in connection with the Issuer’s Initial Public Offering, Pivotal, certain other stockholders of the Issuer and each director and officer of the Issuer agreed with the representatives of the underwriters in the Initial Public Offering (the “Representatives”), subject to certain exceptions, not to dispose of or hedge any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period ending on the date that is 180 days after the date of the Issuer’s prospectus filed with the Commission on September 26, 2018, except with the prior written consent of the Representatives. The Representatives may in their sole discretion and at any time without notice release some or all of the shares subject to aLock-Up Agreement prior to the expiration of thelock-up period.
Registration Rights Agreement
On September 14, 2018, the Issuer, Pivotal and certain other parties entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides Pivotal and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the SeriesB-1 Shares or issued as a dividend with respect to the SeriesB-1 Shares, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for sale to the public, it will be required to give notice of such registration to Pivotal and certain other parties of its intention to effect such a registration, and, subject to certain limitations, include the shares of Common Stock held by them in such registration. The Registration Rights Agreement includes customary indemnification provisions in favor of Pivotal and certain other parties against certain losses and liabilities arising out of or based upon any filing or other disclosure made by the Issuer under the securities laws relating to any such registration. The registration rights expire no later than five years after the completion of the Issuer’s initial public offering, or with respect to any particular holder, including Pivotal, at such time that such holder can sell all of its shares under Rule 144 under the Securities Act of 1933, as amended, during any three-month period.
The descriptions of theLock-Up Agreement and the Registration Rights Agreement contained in this Item 6 are qualified in their entirety by refrence to the full text of the agreements, which are attached hereto as Exhibit 2 and Exhibit 3, and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Joint Filing Agreement | |
| Exhibit 2 | Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on FormS-1 (FileNo. 333-226920)) | |
| Exhibit 3 | Form ofLock-up Agreement (incorporated by reference to Exhibit C to Exhibit 1.1 to the Issuer’s Registration Statement on FormS-1 (FileNo. 333-226920)) | |
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.
Dated: December 21, 2018
| PIVOTAL BIOVENTURE PARTNERS FUND I, L.P. | ||||
| By: | PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P. | |||
| Its General Partner, | ||||
| By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD. | ||||
| Its Generaly Partner, | ||||
| By: | /s/ Robert Hopfner | |||
| Name: | Robert Hopfner | |||
| Title: | Authorized Signatory | |||
| PIVOTAL BIOVENTURE PARNTERS FUND I G.P., L.P. | ||||
| By: | PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD | |||
| Its General Partner, | ||||
| By: | /s/ Robert Hopfner | |||
| Name: | Robert Hopfner | |||
| Title: | Authorized Signatory | |||
| PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P. LTD | ||||
| By: | /s/ Robert Hopfner | |||
| Name: | Robert Hopfner | |||
| Title: | Authorized Signatory | |||
Schedule A
The following sets forth the name, address, principal occupation, citizenship and beneficial ownership of the shares of Common Stock (to the extent not pursuant to Item 5(a)) of the officers and directors of Ultimate General Partner:
Name and Citizenship | Position | Principal Business Address | Beneficial Ownership of Shares of Common Stock | |||
| Richard Coles | Director | HF Fund Services Ltd. P.O. Box 242 53 Market Street, Gardenia Court Camana Bay Grand CaymanKYI-1104 Cayman Islands | None | |||
| Peter Bisgaard | Director | 501 2nd Street, Suite 216 San Francisco, CA 94107 | None | |||
| Vincent Sai Sing Cheung | Director | 25/F, Nan Fung Tower 88 Connaught Road Central Hong Kong | None | |||
Schedule B
Transactions with respect to the Issuer’s Securities by the Reporting Persons within the past 60 days
Name | Date of Transaction | Amount of Securities | Price per Share | |||||||||
Pivotal | September 28, 2018 | 337,724 | $ | 15.00 | ||||||||
