| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Vincerx Pharma, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
92731L304 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 92731L304 |
| 1 | Names of Reporting Persons Prosight Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 111,755.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
The figures in Items 6, 8, and 9, represent shares of common stock, $0.0001 par value per share ("Common Stock"), of Vincerx Pharma, Inc. (the "Issuer") that may be acquired by the Reporting Persons within 60 days pursuant to warrants held by the Reporting Persons, the exercise of which are subject to certain restrictions on the ability of the Reporting Persons to convert such warrants if, upon such conversion, the number of shares of Common Stock then beneficially owned by the Reporting Persons would exceed 4.99% of the outstanding shares of Common Stock.
SCHEDULE 13G |
| CUSIP No. | 92731L304 |
| 1 | Names of Reporting Persons Prosight Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,662.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The figures in Items 6, 8, and 9, represent shares of Common Stock of the Issuer that may be acquired by Prosight Fund within 60 days pursuant to a warrant held by Prosight Fund.
SCHEDULE 13G |
| CUSIP No. | 92731L304 |
| 1 | Names of Reporting Persons Prosight Plus Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 30,006.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The figures in Items 6, 8, and 9, represent shares of Common Stock of the Issuer that may be acquired by Prosight Plus Fund within 60 days pursuant to a warrant held by Prosight Plus Fund.
SCHEDULE 13G |
| CUSIP No. | 92731L304 |
| 1 | Names of Reporting Persons Prosight Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 111,755.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The figures in Items 6, 8, and 9, represent shares of Common Stock of the Issuer that may be acquired by the Reporting Persons within 60 days pursuant to warrants held by the Reporting Persons, the exercise of which are subject to certain restrictions on the ability of the Reporting Persons to convert such warrants if, upon such conversion, the number of shares of Common Stock then beneficially owned by the Reporting Persons would exceed 4.99% of the outstanding shares of Common Stock.
SCHEDULE 13G |
| CUSIP No. | 92731L304 |
| 1 | Names of Reporting Persons W. Lawrence Hawkins | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 111,755.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
The figures in Items 6, 8, and 9, represent shares of Common Stock of the Issuer that may be acquired by the Reporting Persons within 60 days pursuant to warrants held by the Reporting Persons, the exercise of which are subject to certain restrictions on the ability of the Reporting Persons to convert such warrants if, upon such conversion, the number of shares of Common Stock then beneficially owned by the Reporting Persons would exceed 4.99% of the outstanding shares of Common Stock.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Vincerx Pharma, Inc. | |
| (b) | Address of issuer's principal executive
offices: 260 Sheridan Avenue Suite 400 Palo Alto, CA, 94306 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is jointly filed by and on behalf of each of Prosight Management, LP, a Delaware limited partnership ("Prosight Management"), Prosight Fund, LP, a Delaware limited partnership ("Prosight Fund"), Prosight Plus Fund, LP, a Delaware limited partnership ("Prosight Plus Fund"), Prosight Partners, LLC, a Delaware limited liability company ("Prosight Partners"), and W. Lawrence Hawkins (collectively referred herein as the "Reporting Persons"). Prosight Management is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by, Prosight Fund and Prosight Plus Fund. Prosight Management is a sub-advisor for certain separate managed accounts (collectively, the "Managed Accounts") and may be deemed to indirectly beneficially own securities owned by the Managed Accounts. Prosight Partners is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight Management. Mr. Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners. Prosight Fund, Prosight Plus Fund, and the Managed Accounts are the record and direct beneficial owner of the securities of the Issuer covered by this statement. Prosight Fund disclaims beneficial ownership of the securities of the Issuer held by each of the Managed Accounts and Prosight Plus Fund. Prosight Plus Fund disclaims beneficial ownership of the securities of the Issuer held by each of the Managed Accounts and Prosight Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is c/o Prosight Management, LP, 5956 Sherry Lane, Suite 1365, Dallas, Texas 75225. | |
| (c) | Citizenship: See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 92731L304 | |
| 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: See Item 9 on the cover pages(s) hereto. | |
| (b) | Percent of class: See Item 11 on the cover page(s) hereto. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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Exhibit
Information |
Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on May 3, 2024, by the Reporting Persons with the Securities and Exchange Commission). |