|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Tectonic Therapeutic, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
8789272108 (CUSIP Number) |
Jean-Philippe Kouakou-Zebouah Vida Ventures II, LLC, 40 Broad Street, Suite 201 Boston, MA, 02109 (857) 254-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2025 (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) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 8789272108 |
| 1 |
Name of reporting person
Vida Ventures II, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by Vida II (as defined in Item 2(a) of the Original Schedule 13D (as defined below)). VV Manager II (as defined in Item 2(a) of the Original Schedule 13D) is the manager of Vida II and may be deemed to have voting, investment and dispositive power with respect to these securities.
This percentage is calculated based upon 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter-ended September 30, 2024, filed with the SEC on November 12, 2024 (the Form 10-Q) plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in a private placement (the Private Placement), as reported by the Issuer in its Current Report on Form 8-K, filed with the SEC on February 3, 2025 (the Form 8-K).
SCHEDULE 13D
|
| CUSIP No. | 8789272108 |
| 1 |
Name of reporting person
Vida Ventures II-A, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by Vida II-A (as defined in Item 2(a) of the Original Schedule 13D). VV Manager II is the manager of Vida II-A and may be deemed to have voting, investment and dispositive power with respect to these securities.
This percentage is calculated based upon 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as reported in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 8789272108 |
| 1 |
Name of reporting person
VV Manager II, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,028,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 1,000,900 shares held of record by Vida II and (ii) 27,774 shares held of record by Vida II-A. VV Manager II is the manager of Vida II and Vida II-A and may be deemed to have voting, investment and dispositive power with respect to the shares held by each of Vida II and Vida II-A.
This percentage is calculated based upon 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as reported in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Tectonic Therapeutic, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
490 ARSENAL WAY, SUITE 210, WATERTOWN,
MASSACHUSETTS
, 02472. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on June 27, 2024 (the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reports in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defines in this Amendment have the meanings ascribed to them in the Original Schedule 13D. This Amendment is being filed to update the aggregate percentage of Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's sale of additional shares of its Common Stock from time to time since the date of the filing of the Original Schedule 13D. Such transactions resulted in a decrease of over one percent in the aggregate ownership reported by the Reporting Persons in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Vida Ventures II, LLC (Vida II), Vida Ventures II-A, LLC (Vida II-A) and VV Manager II, LLC (VV Manager II and, with Vida II and Vida II-A, collectively, the Reporting Persons). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached as Exhibit A to the Original Schedule 13D. | |
| (b) | The principal business office of the Reporting Persons is 40 Broad Street, Suite 201, Boston, MA 02109. | |
| (c) | The principal business of the Reporting Persons is venture capital investments. VV Manager II is the manager of each of Vida II and Vida II-A. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were 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. | |
| (f) | Each of the Reporting Persons is a limited liability company organized in the state of Delaware. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original 13D is hereby amended and restated in its entirety as set forth below:
The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the "Act")). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.
Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
The Reporting Persons have previously retained the right and continue to retain the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer, sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Amendment No. 1. The information reported on such cover pages is reported as of February 5, 2025. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 1. The information reported on such cover pages is reported as of February 5, 2025. | |
| (c) | Except as reported in this Statement, none of the Reporting Entities has affected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | Under certain circumstances set forth in the limited liability company agreements of each of Vida II and Vida II-A, VV Manager II and the members of each of Vida II and Vida II-A may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| SIGNATURE | |
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.
|
|
|
|
|
|
|