EXPLANATORY NOTE
This Amendment No. 3 (Amendment No. 3) relates to the shares of common stock, par value $0.0001 per share (Common
Stock), of Madrigal Pharmaceuticals, Inc., a Delaware corporation (the Issuer). This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on
July 29, 2016 (as amended to date, the Statement). All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
Item 2.
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Identity and Background.
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Item 2 of the Statement is amended and restated in its entirety as follows:
This statement is being filed by the following persons (each a Reporting Person and, collectively, the Reporting
Persons):
Fred B. Craves, Ph.D. (Dr. Craves),
Bay City Capital LLC (BCC),
Bay City Capital Management IV LLC (Management IV),
Bay City Capital Fund IV, L.P. (Fund IV), and
Bay City Capital Fund IV Co-Investment Fund, L.P.
(Co-Investment IV).
Dr. Craves is a citizen of the United States. Each of the
other Reporting Persons is organized in the state of Delaware.
The address of the principal business and principal office of each of the
Reporting Persons is 750 Battery Street, Suite 400, San Francisco, California 94111.
Dr. Craves, the Managing Director and sole
member of BCC, is a director of the Issuer. The principal business of BCC is to serve as an advisor to life science investors, principally those investment funds sponsored by it or its owners, and to serve as a member and/or the manager of the
general partners of such funds. BCC is the manager of Management IV. The principal business of Management IV is to serve as the general partner of Fund IV, Co-Investment IV and other pooled investment vehicles
formed to invest in parallel with Fund IV and Co-Investment IV. The principal business of Fund IV and Co-Investment IV is making investments in life science companies.
During the past five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Statement is amended and restated in its entirety as follows:
On July 22, 2016, the Issuer, formerly known as Synta Pharmaceuticals Corp. completed its business combination with Madrigal
Pharmaceuticals, Inc. (Madrigal), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 13, 2016 (the Merger Agreement), by and among the Issuer, Saffron Merger Sub, Inc.
(Merger Sub) and Madrigal, pursuant to which Merger Sub merged with and into Madrigal, with Madrigal surviving as a wholly owned subsidiary of the Issuer (the Merger). Also on July 22, 2016, in connection with, and prior
to completion of, the Merger, the Issuer effected a 1-for-35 reverse stock split of its common stock (the Reverse Stock Split) and, following the Merger,
changed its name to Madrigal Pharmaceuticals, Inc.
Prior to the consummation of the Merger, Fund IV and Co-Investment IV held convertible promissory notes of Madrigal which, immediately prior to the consummation of the Merger, converted into an aggregate of