UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Day One Biopharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
23954D109
(CUSIP Number)
Alejandro Moreno
c/o Access Industries, Inc.
40 West 57th Street, 28th Floor
New York, New York 10019
(212) 247-6400
with copies to:
Matthew E. Kaplan
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 1, 2021
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
CUSIP No. 23954D109
| 1 | NAME OF REPORTING PERSON.
AI Day1 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
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
9,377,776 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
9,377,776 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,377,776 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
15.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | Based on an aggregate of 61,928,939 shares of Common Stock outstanding immediately following the Issuer’s initial public offering, which assumes full exercise of the underwriters’ option to purchase additional shares, as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the “SEC”) on May 27, 2021. |
CUSIP No. 23954D109
| 1 | NAME OF REPORTING PERSON.
Access Industries Holdings 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
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
9,377,776 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
9,377,776 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,377,776 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
15.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | Based on an aggregate of 61,928,939 shares of Common Stock outstanding immediately following the Issuer’s initial public offering, which assumes full exercise of the underwriters’ option to purchase additional shares, as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the SEC on May 27, 2021. |
CUSIP No. 23954D109
| 1 | NAME OF REPORTING PERSON.
Access Industries Management, 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
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
9,377,776 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
9,377,776 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,377,776 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
15.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | Based on an aggregate of 61,928,939 shares of Common Stock outstanding immediately following the Issuer’s initial public offering, which assumes full exercise of the underwriters’ option to purchase additional shares, as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the SEC on May 27, 2021. |
CUSIP No. 23954D109
| 1 | NAME OF REPORTING PERSON.
Len Blavatnik | |||||
| 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
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
9,377,776 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
9,377,776 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,377,776 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
15.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Based on an aggregate of 61,928,939 shares of Common Stock outstanding immediately following the Issuer’s initial public offering, which assumes full exercise of the underwriters’ option to purchase additional shares, as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the SEC on May 27, 2021. |
CONTINUATION PAGES TO SCHEDULE 13D
This Schedule 13D is being filed by AI Day1 LLC (“AI Day1”), Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”), in respect of the common stock, par value $0.0001 per share (the “Common Stock”), of Day One Biopharmaceuticals, Inc. (the “Issuer”).
Item 1 Security and Issuer
This Schedule 13D relates to the Common Stock of the Issuer. The address of the Issuer’s principal executive office is: 395 Oyster Point Blvd., Suite 217, South San Francisco, CA 94080.
Item 2 Identity and Background
Name | Address of Business/Principal Office | Principal Business/Occupation | Jurisdiction of | |||
| AI Day1 LLC | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 | Holding company for a strategic investment | Delaware | |||
| Access Industries Holdings LLC | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 | Holding strategic investments in a variety of industries worldwide | Delaware | |||
| Access Industries Management, LLC | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 | Manager of holdings of strategic investments in a variety of industries worldwide | Delaware | |||
| Len Blavatnik | c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019 | Chairman of Access Industries, Inc., the principal business of which is holding strategic investments in a variety of industries worldwide | United States of America | |||
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.3 hereto.
None of the Reporting Persons has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) 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 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 3 Source and Amount of Funds or Other Considerations
In three closings in December 2019, November 2020 and December 2020, AI Day1 acquired 3,338,228 shares of Series A redeemable convertible preferred stock of Day One Biopharmaceuticals Holding Company, LLC (“Day One”) at a per share price of $6.7401 in cash. In February 2021, AI Day1 acquired 318,880 shares of Series B redeemable convertible preferred stock of Day One at a per share price of $31.3597 in cash. AI Day1 funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand.
On May 23, 2021, Day One effected a forward split of its capital stock at a 2.325-for-1 ratio (the “Stock Split”). Following the Stock Split, AI Day1 held 7,761,380 shares of Series A redeemable convertible preferred stock of Day One and 741,396 shares of Series B redeemable convertible preferred stock of Day One.
Immediately prior to the effectiveness of the Issuer’s registration statement on Form S-1 on May 27, 2021, Day One converted from a Delaware limited liability company to a Delaware corporation and changed its name to Day One Biopharmaceuticals, Inc. (the “Conversion”). In connection with the Conversion, AI Day1 received one share of Series A redeemable convertible stock of the Issuer for each share of Series A redeemable convertible preferred stock of Day One and received one share of Series B redeemable convertible stock of the Issuer for each share of Series B redeemable convertible preferred stock of Day One. Following the Conversion and immediately prior to the completion of the Issuer’s initial public offering on June 1, 2021, each outstanding share of the Issuer’s Series A redeemable convertible preferred stock and Series B redeemable convertible preferred stock automatically converted into one share of Common Stock, and AI Day1 received an aggregate of 8,502,776 shares of Common Stock.
On June 1, 2021, AI Day1 purchased 875,000 shares of Common Stock in the Issuer’s initial public offering at the public offering price of $16.00 per share. AI Day1 funded this purchase using capital contributed from affiliated entities, which funded that capital using cash on hand.
Item 4 Purpose of Transaction
The Reporting Persons who hold Common Stock directly acquired those securities as an investment in the regular course of their businesses. The Reporting Persons may engage in discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Daniel Becker, M.D., Ph.D., a biotechnology principal of Access Industries, Inc., which is an affiliate of AI Day1, currently serves on the Issuer’s board of directors. Subject to the terms of the Investors’ Rights Agreement (as defined below), the Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Stock in the open market, block trades, negotiated transactions, or otherwise and may also dispose of all or a portion of the Issuer’s securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, in each case, subject to limitations under applicable law. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons’ future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
Item 5 Interest in Securities of the Issuer
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
9,377,776 shares of Common Stock are owned directly by AI Day1 and may be deemed to be beneficially owned by AIH, AIM and Mr. Blavatnik because (i) AIH indirectly controls all of the outstanding voting interests in AI Day1, (ii) AIM controls AIH and (iii) Mr. Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. Each of the Reporting Persons (other than AI Day1), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons within the 60 days prior to this filing:
The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Lock-up Agreement
In connection with the Issuer’s initial public offering, on March 18, 2021, AI Day1 entered into a lock-up agreement (the “Lock-up Agreement”) with J.P. Morgan Securities LLC, as representative of the underwriters. The Lock-up Agreement prohibits AI Day1 and any of its direct or indirect affiliates from, among other things, offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of Common Stock, options or warrants to acquire shares of Common Stock or any security or instrument related to Common Stock, or entering into any swap, hedge or other arrangement that transfers any of the economic consequences of ownership of Common Stock, for a period of 180 days following May 27, 2021, the date of the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the SEC, without the prior written consent of J.P. Morgan Securities LLC, subject to certain exceptions. J.P. Morgan Securities LLC may, in its sole discretion and at any time from time to time before the termination of the 180-day period, release all or any portion of the securities subject to the Lock-up Agreement.
The foregoing description of the Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to such, which is filed as an exhibit and incorporated herein by reference.
Investors’ Rights Agreement
On February 1, 2021, AI Day1 entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”), by and among Day One and certain of its stockholders. Pursuant to the terms of the Investors’ Rights Agreement, beginning 180 days after the completion of the Issuer’s initial public offering, holders of collectively at least 60% of the Common Stock issued or issuable upon conversion of the Issuer’s redeemable convertible preferred stock, which shall include at least one holder of solely the Issuer’s Series B redeemable convertible preferred stock (the “Required Holders”), have the right to require the Issuer to file a registration statement on Form S-1 to register an underwritten offering at least 40% of the Common Stock with an anticipated aggregate offering price, net of selling expenses, of at least $10 million, subject to customary terms and conditions. Beginning 180 days after the completion of the Issuer’s initial public offering, the Required Holders have the right to require the Issuer to file a registration statement on Form S-3 to register outstanding Common Stock of the Required Holders with an anticipated aggregate offering price, net of selling expenses, of at least $2.5 million, subject to customary terms and conditions. Pursuant to the Investors’ Rights Agreement, AI Day1 and its permitted transferees have customary piggyback registration rights, subject to customary terms and conditions.
The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such, which is filed as an exhibit and incorporated herein by reference.
Joint Filing Agreement
A Joint Filing Agreement, dated June 9, 2021, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 7 Materials to Be Filed as Exhibits
| Exhibit | Description | |
| 99.1 | Lock-up Agreement, dated as of March 18, 2021, by and between AI Day1 LLC and J.P. Morgan Securities LLC. | |
| 99.2 | Amended and Restated Investors’ Rights Agreement, dated as of February 1, 2021, by and among Day One Biopharmaceuticals Holding Company, LLC and certain of its stockholders (incorporated herein by reference to Exhibit 4.2 to the Issuer’s Amendment No. 2 to the Form S-1 filed with the Securities and Exchange Commission on May 26, 2021). | |
| 99.3 | Joint Filing Agreement, dated as of June 9, 2021. | |
| 99.4 | Limited Power of Attorney. | |
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.
Date: June 9, 2021
| AI DAY1 LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno Title: Executive Vice President | ||||||
| ACCESS INDUSTRIES HOLDINGS LLC | By: Access Industries Management, LLC, its Manager | |||||
/s/ Alejandro Moreno | ||||||
Name: Alejandro Moreno Title: Executive Vice President | ||||||
| ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
Name: Alejandro Moreno Title: Executive Vice President | ||||||
/s/ * | ||||||
| Name: Leonard Blavatnik | ||||||
* The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.
| By: | /s/ Alejandro Moreno | |
| Name: Alejandro Moreno | ||
| Attorney-in-Fact |
