ENTASIS THERAPEUTICS HOLDINGS INC.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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293614 103
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(CUSIP Number)
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Pavel Raifeld
Chief Executive Officer
Innoviva, Inc.
1350 Old Bayshore Highway Suite 400
Burlingame, CA
877-202-1097
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 23, 2022
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(Date of Event which Requires Filing of this Statement)
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*
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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.
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1
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NAME OF REPORTING PERSON
Innoviva, Inc.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
WC
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||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
37,345,794(1)
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|||
8
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SHARED VOTING POWER
20,000,000(2) (3)
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||||
9
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SOLE DISPOSITIVE POWER
37,345,794(1)
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||||
10
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SHARED DISPOSITIVE POWER
20,000,000(2) (3)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,345,794
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒(3)
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.93%(4)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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||||
(1)
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Includes shares of Common Stock and warrants to purchase Common Stock acquired by INVA on April 22, 2020, June 11, 2020, and September 1, 2020.
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||||
(2)
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Includes shares of Common Stock and warrants to purchase Common Stock acquired by ISO on May 3, 2021 and June 11, 2021.
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||||
(3)
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On account of the Support Agreements (as defined below), INVA may be deemed to have shared indirect beneficial ownership of an additional 1,108,748 Shares plus 44,000 Shares underlying Entasis Options, in each case,
owned by the Supporting Stockholders (as defined and described in Items 4 and 5 of this Schedule 13D). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by INVA that it is the
beneficial owner of any of the Subject Shares (as defined in Item 4 of this Schedule 13D) for purposes of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
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(4)
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The percentage calculation is based on (i) 47,851,779 shares of Common Stock outstanding as of May 20, 2022 (based on the representation by the Issuer in the Merger Agreement (as defined below)) plus warrants to
purchase 28,672,897 shares of Common Stock previously acquired by the Reporting Persons.
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1
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NAME OF REPORTING PERSON
Innoviva Strategic Opportunities LLC
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
WC
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||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
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SHARED VOTING POWER
20,000,000(1)
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||||
9
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SOLE DISPOSITIVE POWER
0
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||||
10
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SHARED DISPOSITIVE POWER
20,000,000(1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.57%(2)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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||||
(1)
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Includes shares of Common Stock and warrants to purchase Common Stock acquired by ISO on May 3, 2021 and June 11, 2021.
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||||
(2)
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Based on 47,851,779 shares of Common Stock outstanding as of February 25, 2022, as reported by the Issuer in its Form 10-K filed on March 3, 2022 plus warrants to purchase 10,000,000 shares of Common Stock
previously acquired by the Reporting Persons.
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1
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NAME OF REPORTING PERSON
Innoviva Merger Sub, Inc.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS
OO
|
||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
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SHARED VOTING POWER
0
|
||||
9
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SOLE DISPOSITIVE POWER
0
|
||||
10
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SHARED DISPOSITIVE POWER
0
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒(1)
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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||||
(1)
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On account of the Support Agreements, Purchaser may be deemed to have shared direct beneficial ownership of an additional 1,108,748 Shares plus 44,000 Shares underlying Entasis Options, in each case, owned by the
Supporting Stockholders (as defined and described in Items 4 and 5 of this Schedule 13D). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Purchaser that it is the beneficial owner
of any of the Subject Shares (as defined in Item 4 of this Schedule 13D) for purposes of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
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Item 2.
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Identity and Background.
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(i) |
name;
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(ii) |
business address;
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(iii) |
present principal occupation or employment; and
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(iv) |
citizenship.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 5.
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Interest in the Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit
No.
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Description
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Joint Filing Agreement, dated May 23, 2022, between Innoviva, Inc., Innoviva Merger Sub, Inc. and Innoviva Strategic Opportunities LLC.
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Name
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Business Address
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Position with Reporting Person
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Present Principal Occupation or Employment
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Citizenship
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Directors
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||||
Pavel Raifeld
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(1)
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Director
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Chief Executive Officer of INVA
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United States
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Marianne Zhen
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(1)
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Director
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Chief Accounting Officer of INVA
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United States
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Executive Officers
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||||
Pavel Raifeld
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(1)
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President
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Chief Executive Officer of INVA
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United States
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Marianne Zhen
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(1)
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Secretary
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Chief Accounting Officer of INVA
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United States
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Dated: May 23, 2022
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INNOVIVA, INC.
|
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By: | /s/ Pavel Raifeld |
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Name: Pavel Raifeld |
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Title: Chief Executive Officer | ||
Dated: May 23, 2022
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INNOVIVA STRATEGIC OPPORTUNITIES LLC
|
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By: | Innoviva, Inc., its managing member | |
By: | /s/ Pavel Raifeld |
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Name: Pavel Raifeld |
||
Title: Chief Executive Officer | ||
Dated: May 23, 2022
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INNOVIVA MERGER SUB, INC.
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By: | /s/ Pavel Raifeld |
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Name: Pavel Raifeld |
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Title: President |