View:
Download DOC
Download PDF
Download XLS

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

CULLINAN ONCOLOGY, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

230031106

(CUSIP Number)

 

December 31, 2023

(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)

 

  x Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 230031106

 

1 NAME OF REPORTING PERSON    
Globeways Holdings Ltd.    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
British Virgin Islands    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
468,696 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
468,696 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
468,696 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
1.10% (3)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
PN    
   
           

(1) Includes (i) 66,390 shares of Common Stock held by F2 Bioscience I 2017 Ltd. and (ii) 402,306 shares of Common Stock held by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2 Bioscience I 2017 Ltd. and F2 MG Ltd.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 Bioscience I 2017 Ltd.    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
British Virgin Islands    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
66,390 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
66,390 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
66,390 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0.16% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
PN    
   
           

(1) The reported securities are owned directly by F2 Bioscience I 2017 Ltd. Globeways Holdings Ltd. is the appointed manager of F2 Bioscience I 2017 Ltd. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience I 2017 Ltd.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 MG Ltd.    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
British Virgin Islands    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
402,306 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
402,306 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
402,306 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0.94% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
PN    
   
           

(1) The reported securities are owned directly by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of F2 MG Ltd. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Ltd.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
Globeways Holdings II Ltd.    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
British Virgin Islands    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
1,013,334 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
1,013,334 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
1,013,334 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
2.37% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
PN    
   
           

(1) Includes (i) 622,175 shares of Common Stock held by F2-TPO Investments, LLC, (ii) 71,599 shares of Common Stock held by F2 Bio TD, LLC, (iii) 214,798 shares of Common Stock held by F2 MC, LLC, and (iv) 104,762 shares of Common Stock held by F2 GC, LLC. Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2-TPO Investments, LLC, F2 Bio TD, LLC, F2 MC, LLC and F2 GC, LLC.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2-TPO Investments, LLC    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
Delaware    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
622,175 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
622,175 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
622,175 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
1.45% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
OO    
   
           

(1) The reported securities are owned directly by F2-TPO Investments, LLC. Globeways Holdings II Ltd. is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 Bio TD, LLC    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
Delaware    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
71,599 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
71,599 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
71,599 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0.17% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
OO    
   
           

(1) The reported securities are owned directly by F2 Bio TD, LLC. Globeways Holdings Ltd. is the appointed manager of F2 Bio TD, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio TD, LLC.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 MC, LLC    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
Delaware    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
214,798 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
214,798 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
214,798 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0.50% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
OO    
   
           

(1) The reported securities are owned directly by F2 MC, LLC. Globeways Holdings II Ltd. is the appointed manager of F2 MC, LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC, LLC.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 GC, LLC    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
Delaware    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
104,762 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
104,762 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
104,762 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0.24% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
OO    
   
           

(1) The reported securities are owned directly by F2 GC, LLC. Globeways Holdings II Ltd. is the appointed manager of F2 GC, LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 GC, LLC.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 Vision Management Sarl    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
Luxembourg    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
0 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
0 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
0 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
CO    
   
           

(1) The reported securities are owned directly by F2 Vision SCS. F2 Vision Management Sarl is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision SCS.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
F2 Vision SCS    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
Luxembourg    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
0 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
0 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
0 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
0% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
PN    
   
           

(1) The reported securities are owned directly by F2 Vision SCS. F2 Vision Management Sarl is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision SCS.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
Wolfways Holdings Limited    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
British Virgin Islands    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
0    
   
6 SHARED VOTING POWER    
487,628 (1)    
   
7 SOLE DISPOSITIVE POWER    
0    
   
8 SHARED DISPOSITIVE POWER    
487,628 (1)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
487,628 (1)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
1.14% (2)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
PN    
   
           

(1) The reported securities are owned directly by Wolfways Holdings Limited.

(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 230031106

 

1 NAME OF REPORTING PERSON    
Morana Jovan-Embiricos    
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)    
(a)¨    
(b)x    
3 SEC USE ONLY    
     
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION    
United Kingdom    
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		 5 SOLE VOTING POWER    
207,803 (1)    
   
6 SHARED VOTING POWER    
1,969,658 (2)(3)(4)    
   
7 SOLE DISPOSITIVE POWER    
207,803 (1)    
   
8 SHARED DISPOSITIVE POWER    
1,969,658 (2)(3)(4)    
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
2,177,461 (1)(2)(3)(4)    
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨    
     
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
5.09% (5)    
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    
IN    
   
           

(1) Includes 207,803 shares of Common Stock directly held by Dr. Morana Jovan-Embiricos.

(2) Includes (i) 66,390 shares of Common Stock held by F2 Bioscience I 2017 Ltd. and (ii) 402,306 shares of Common Stock held by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2 Bioscience I 2017 Ltd. and F2 MG Ltd. Dr. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways Holdings Ltd.

(3) Includes (i) 622,175 shares of Common Stock held by F2-TPO Investments, LLC, (ii) 71,599 shares of Common Stock held by F2 Bio TD, LLC, (iii) 214,798 shares of Common Stock held by F2 MC, LLC, and (iv) 104,762 shares of Common Stock held by F2 GC, LLC. Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2-TPO Investments, LLC, F2 Bio TD, LLC, F2 MC, LLC and F2 GC, LLC. Dr. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings II Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways Holdings II Ltd.

(4) Includes 487,628 shares of Common Stock held by Wolfways Holdings Limited. Dr. Morana Jovan-Embiricos is the founding director of Wolfways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Wolfways Holdings Limited.

(5) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

Item 1.

 

  (a) Name of Issuer
     
    Cullinan Oncology, Inc.
     
  (b) Address of Issuer’s Principal Executive Offices
     
   

One Main Street, Suite 1350

Cambridge, MA 02142

     
Item 2.
     
  (a) Names of Persons Filing
     
   

Globeways Holdings Ltd.

F2 Bioscience I 2017 Ltd.

F2 MG Ltd.

Globeways Holdings II Ltd.

F2-TPO Investments, LLC

F2 Bio TD, LLC

F2 MC, LLC

F2 GC, LLC

F2 Vision Management Sarl

F2 Vision SCS

Wolfways Holdings Limited

Morana Jovan-Embiricos

     
  (b) Address of Principal Business office or, if None, Residence
     
   

Globeways Holdings Ltd.

c/o LJ Management (Suisse) SA

7 Rue de la Confederation

Geneva 1204

Switzerland

 

F2 Bioscience I 2017 Ltd.

c/o LJ Management (Suisse) SA

7 Rue de la Confederation

Geneva 1204

Switzerland

 

F2 MG Ltd.

c/o GISEV (Suisse) SA

Contrada di Sassello 2

6900 Lugano

Switzerland

 

Globeways Holdings II Ltd.

c/o LJ Management (Suisse) SA

7 Rue de la Confederation

Geneva 1204

Switzerland

 

 

 

 

   

F2-TPO Investments, LLC

c/o Twin Focus

75 Park Plaza

Boston
Massachusetts 02116
USA

 

F2 Bio TD, LLC

c/o Twin Focus
75 Park Plaza

Boston
Massachusetts 02116
USA

 

F2 MC, LLC

c/o Twin Focus
75 Park Plaza

Boston
Massachusetts 02116
USA

 

F2 GC, LLC

c/o Twin Focus
75 Park Plaza

Boston
Massachusetts 02116
USA

 

F2 Vision Management Sarl
c/o Atalux
74 Grand-Rue
Luxembourg V8 L-1660

 

F2 Vision SCS
c/o Atalux
74 Grand-Rue
Luxembourg V8 L-1660

 

Wolfways Holdings Limited

c/o LJ Management (Suisse) SA

7 Rue de la Confederation

Geneva 1204

Switzerland

 

Morana Jovan-Embiricos

c/o LJ Management (Suisse) SA

7 Rue de la Confederation

Geneva 1204

Switzerland

 

 

 

 

  (c) Citizenship  
       
    Globeways Holdings Ltd. British Virgin Islands
       
    F2 Bioscience I 2017 Ltd. British Virgin Islands
       
    F2 MG Ltd. British Virgin Islands
       
    Globeways Holdings II Ltd. British Virgin Islands
       
    F2-TPO Investments, LLC Delaware
       
    F2 Bio TD, LLC Delaware
       
    F2 MC, LLC Delaware
       
    F2 GC, LLC Delaware
       
    F2 Vision Management Sarl Luxembourg
       
    F2 Vision SCS Luxembourg
       
    Wolfways Holdings Limited British Virgin Islands
       
    Morana Jovan-Embiricos United Kingdom

 

  (d) Title of Class of Securities
     
    Common Stock, par value $0.0001 per share
     
  (e) CUSIP Number
     
    230031106

 

 

 

 

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);
       
  (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4. Ownership.

 

(a) and (b) Amount beneficially owned:

 

(i) F2 Bioscience I 2017 Ltd. directly owns 66,390 shares of Common Stock, which represents approximately 0.16% of the outstanding shares of Common Stock.
   
(ii) F2 MG Ltd. directly owns 402,306 shares of Common Stock, which represents approximately 0.94% of the outstanding shares of Common Stock.
   
(iii) F2-TPO Investments, LLC directly owns 622,175 shares of Common Stock, which represents approximately 1.45% of the outstanding shares of Common Stock.
   
(iv) F2 Bio TD, LLC directly owns 71,599 shares of Common Stock, which represents approximately 0.17% of the outstanding Common Stock.
   
(v) F2 MC, LLC directly owns 214,798 shares of Common Stock, which represents approximately 0.50% of the outstanding shares of Common Stock.
   
(vi) F2 GC, LLC directly owns 104,762 shares of Common Stock, which represents approximately 0.24% of the outstanding shares of Common Stock.
   
(vii)  F2 Vision SCS no longer owns shares of Common Stock.
   
(viii)  Wolfways Holdings Limited directly owns 487,628 shares of Common Stock, which represents approximately 1.14% of the outstanding shares of Common Stock.

 

 

 

 

(ix)  Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares of Common Stock held by F2 Bioscience I 2017 Ltd. and F2 MG Ltd. In addition, Thus, Globeways Holdings Ltd. may be deemed to beneficially own 468,696 shares of Common Stock, which represents approximately 1.10% of the outstanding shares of Common Stock.
   
(x) Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares of Common Stock held by F2-TPO Investments, LLC, F2 Bio TD, LLC, F2 MC, LLC and F2 GC, LLC. Thus, Globeways Holdings II Ltd. may be deemed to beneficially own 1,013,334 shares of Common Stock, which represents approximately 2.37% of the outstanding shares of Common Stock.
   
(xi)  F2 Vision Management Sarl is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares of Common Stock held by F2 Vision SCS. F2 Vision SCS no longer owns shares of Common Stock and, thus, F2 Vision Management Sarl does not beneficially own shares of Common Stock.
   
(xii)  Dr. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd., Globeways Holdings II Ltd. and Wolfways Holdings Limited, and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways Holdings Ltd., Globeways Holdings II Ltd. and Wolfways Holdings Limited. In addition, Dr. Jovan-Embiricos directly holds 207,803 shares of Common Stock. Thus, Dr. Jovan-Embiricos may be deemed to beneficially own 2,177,461 shares of Common Stock, which represents approximately 5.09% of the outstanding shares of Common Stock.

 

(c) Number of shares as to which such person has:

 

   Number of Shares of Common Stock 
Reporting Person  (i)   (ii)   (iii)   (iv) 
F2 Bioscience I 2017 Ltd.   0    66,390    0    66,390 
F2 MG Ltd.   0    402,306    0    402,306 
F2-TPO Investments, LLC   0    622,175    0    622,175 
F2 Bio TD, LLC   0    71,599    0    71,599 
F2 MC, LLC   0    214,798    0    214,798 
F2 GC, LLC   0    104,762    0    104,762 
F2 Vision SCS   0    0    0    0 
Wolfways Holdings Limited   0    487,628    0    487,628 
Globeways Holdings Ltd.   0    468,696    0    468,696 
Globeways Holdings II Ltd.   0    1,013,334    0    1,013,334 
F2 Vision Management Sarl   0    0    0    0 
Morana Jovan-Embiricos   207,803    1,969,658    207,803    1,969,658 

 

(i) Sole power to vote or direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of

 

Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
   
  N/A
   
Item 8. Identification and Classification of Members of the Group.
   
  N/A
   
Item 9. Notice of Dissolution of Group.
   
  N/A
   
Item 10. Certifications.
   
  N/A

 

 

 

 

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: February 14, 2024

 

GLOBEWAYS HOLDINGS LTD.  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 BIOSCIENCE I 2017 LTD.  
   
By: /s/ Rachel Higham and Robert Burton  
Names: Rachel Higham and Robert Burton  
Titles: Directors  
   
F2 MG LTD.  
   
By: /s/ Achille Gregory Severgnini  
Names: Achille Gregory Severgnini  
Titles: Director  
   
GLOBEWAYS HOLDINGS II LTD.  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2-TPO INVESTMENTS LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 BIO TD, LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 MC, LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 GC, LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  

 

 

 

 

F2 VISION MANAGEMENT SARL  
   
By: /s/ Alain Renard and Christian Francois  
Name: Alain Renard and Christian Francois  
Title: Directors  
   
F2 VISION SCS  
   
By: /s/ Alain Renard and Christian Francois  
Name: Alain Renard and Christian Francois  
Title: Directors  
   
WOLFWAYS HOLDINGS LIMITED
 
By: /s/ Morana Jovan-Embiricos  
Names: Morana Jovan-Embiricos  
Titles: Director  
 
/s/ Morana Jovan-Embiricos  
Morana Jovan-Embiricos  

 

 

 

 

EXHIBIT 99.1

JOINT FILING AGREEMENT

 

Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

 

GLOBEWAYS HOLDINGS LTD.  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 BIOSCIENCE I 2017 LTD.  
   
By: /s/ Rachel Higham and Robert Burton  
Names: Rachel Higham and Robert Burton  
Titles: Directors  
   
F2 MG LTD.  
   
By: /s/ Achille Gregory Severgnini  
Names: Achille Gregory Severgnini  
Titles: Director  
   
GLOBEWAYS HOLDINGS II LTD.  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2-TPO INVESTMENTS LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 BIO TD, LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 MC, LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  
   
F2 GC, LLC  
   
By: /s/ Morana Jovan-Embiricos  
Name: Morana Jovan-Embiricos  
Title: Director  

 

 

 

 

F2 VISION MANAGEMENT SARL  
   
By: /s/ Alain Renard and Christian Francois  
Name: Alain Renard and Christian Francois  
Title: Directors  
   
F2 VISION SCS  
   
By: /s/ Alain Renard and Christian Francois  
Name: Alain Renard and Christian Francois  
Title: Directors  
   
WOLFWAYS HOLDINGS LIMITED
 
By: /s/ Morana Jovan-Embiricos  
Names: Morana Jovan-Embiricos  
Titles: Director  
 
/s/ Morana Jovan-Embiricos  
Morana Jovan-Embiricos