Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 21 2024 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Icosavax, Inc.
(Name of Issuer)
Common stock,
$0.0001 par value per share
(Title of Class of Securities)
45114M109
(CUSIP Number)
Ryan Baker
Qiming U.S. Ventures Management, LLC
11100 NE 8th Street, Suite 200
Bellevue, WA 98004
(425) 709-0772
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19,
2024
(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. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 ("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. 45114M109 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare Fund II, L.P. |
|
2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x
(1) |
|
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 |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
| (1) | This Schedule 13D is filed by Qiming U.S. Healthcare Fund II, L.P. (“Qiming”),
Qiming U.S. Healthcare GP II, LLC (“Qiming GP”), Mark McDade (“McDade”)
and Gary Rieschel (“Rieschel” and together with Qiming, Qiming GP and McDade,
collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13D. |
CUSIP
No. 45114M109 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare GP II, LLC |
|
2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x
(1) |
|
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 |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13D. |
CUSIP
No. 45114M109 |
|
1. |
Names of Reporting Persons
Mark McDade |
|
2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x (1) |
|
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 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% |
|
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13D. |
CUSIP
No. 45114M109 |
|
1. |
Names of Reporting Persons
Gary Rieschel |
|
2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x (1) |
|
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 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0% (3) |
|
14. |
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons
expressly disclaim status as a “group” for purposes of this Schedule 13D. |
Explanatory
Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the Securities and
Exchange Commission (the “SEC”) on February 28, 2022 (the “Original Schedule 13D”) is being filed on behalf
of Qiming U.S. Healthcare Fund II, L.P. (“Qiming”), Qiming U.S. Healthcare GP II, LLC (“Qiming GP”), Mark McDade
(“McDade”) and Gary Rieschel (“Rieschel” and together with Qiming, Qiming GP and McDade, collectively, the “Reporting
Persons”) in respect of the Common Stock, $0.0001 par value per share (“Common Stock”), of Icosavax, Inc., a Delaware
corporation (the “Issuer” or “Icosavax”). This Amendment is being filed for the purpose of reporting the disposition
of the securities of the Issuer by the Reporting Persons in connection with the closing of the Merger (as defined below). The Original
Schedule 13D is hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented
hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein
shall have the meanings ascribed thereto in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby
amended and supplemented by adding the following paragraph at the end of Item 4:
Pursuant to an Agreement and Plan of Merger,
dated as of December 11, 2023 (the “Merger Agreement”), by and among the Issuer, AstraZeneca Finance and Holdings Inc.
(“Parent”), a wholly owned subsidiary of AstraZeneca plc, and Parent’s wholly owned subsidiary, Isochrone Merger
Sub Inc., prior to the Expiration Date (as defined in the Merger Agreement), each of the Reporting Person’s tendered all of their
respective shares of Common Stock of the Issuer (the “Shares”) in the tender offer contemplated by the Merger Agreement.
On February 19, 2024, these Shares were accepted in the tender offer in exchange for (i) $15.00 per Share, plus (ii) one
non-tradable contingent value right (“CVR”) per Share, representing the right to receive a contingent payment of up to $5.00
in cash upon the achievement of specified milestones in accordance with the terms and subject to the conditions of a Contingent Value
Rights Agreement.
Pursuant
to the terms of the Merger Agreement, each option that was outstanding as of immediately prior to the Effective Time (as defined in the
Merger Agreement), accelerated and became fully vested. On February 19, 2024, at the effective time of the merger (the “Merger”)
contemplated by the Merger Agreement (the “Effective Time”), pursuant to the Merger Agreement, each outstanding option to
purchase Shares having an exercise price less than $15.00 per Share, whether or not vested, was cancelled and converted into the right
to receive from the Surviving Corporation (as defined in the Merger Agreement) the following: (1) an amount in cash equal
to the product obtained by multiplying (A) the aggregate number of Shares underlying such option immediately prior to the Effective
Time, by (B) an amount equal to (I) $15.00, less (II) the exercise price of such option, plus (2) one CVR for each
Share underlying such option. McDade held options to purchase an aggregate of 39,278 shares of common stock, each with an exercise price
of less than $15.00 per Share and, upon the closing of the Merger, such options were converted into the consideration described in the
foregoing sentence.
Upon the closing of the Merger, McDade ceased
to serve as a director of the Issuer. Also, as a result of the Merger, the Common Stock ceased to trade on the NASDAQ Global Select Market
prior to the opening of trading on February 20, 2024, and became eligible for delisting from the NASDAQ Global Select Market and
termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Act.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby amended and restated
in its entirety as follows:
(a) – (b). | The following information with respect
to the ownership of the Common Stock of the Issuer by the persons filing this statement on
Schedule 13D is provided as of February 19, 2024: |
Reporting Persons | |
Shares
Held
Directly | |
Sole
Voting
Power | |
Shared
Voting
Power | |
Sole
Dispositive
Power | |
Shared
Dispositive
Power | |
Beneficial
Ownership | |
Percentage
of Class | |
Qiming | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0.0 | % |
Qiming GP | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0.0 | % |
McDade | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0.0 | % |
Rieschel | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0 | |
| 0.0 | % |
(c) | Except as set forth herein, none of the Reporting Persons has effected
any transactions in shares of the Issuer’s Common Stock during the last 60 days. |
(d) | No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially
owned by any of the Reporting Persons. |
(e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common
Stock on February 19, 2024. |
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.
Dated: February 21, 2024
Qiming U.S. Healthcare Fund II,
L.P. |
|
|
|
By: |
Qiming U.S. Healthcare GP II, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/
Mark McDade |
|
Name: |
Mark McDade |
|
Title: |
Managing Member |
|
|
|
Qiming U.S. Healthcare GP II,
LLC |
|
|
|
By: |
/s/ Mark McDade |
|
Name: |
Mark McDade |
|
Title: |
Managing Member |
|
|
|
/s/
Mark McDade |
|
Mark McDade |
|
|
|
/s/
Gary Rieschel |
|
Gary Rieschel |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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