Amendment: SEC Form SC 13D/A filed by MoonLake Immunotherapeutics

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

MoonLake Immunotherapeutics

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

61559X104

(CUSIP Number)

JAMES KRATKY

BVF Partners L.P.

44 Montgomery St., 40th Floor

San Francisco, California 94104

(415) 525-8830

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 4, 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 § 240.13d-7 for other parties to whom copies are to be sent.

1              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).

(1) Consists of Shares issuable upon the exercise of certain options that are exercisable within sixty days hereof.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account were purchased with working capital.

The aggregate cost basis of the 10,235,089 Shares directly beneficially owned by BVF is approximately $30,764,550, including brokerage commissions.

The aggregate cost basis of the 8,168,838 Shares directly beneficially owned by BVF2 is approximately $23,558,663, including brokerage commissions.

The aggregate cost basis of the 1,287,768 Shares directly beneficially owned by Trading Fund OS is approximately $3,670,614, including brokerage commissions.

The aggregate cost basis of the 59,589 Shares held in the Partners Managed Account is approximately $595,890, including brokerage commissions.

The Shares beneficially owned by Mr. Loy were awarded to him by the Issuer in connection with his service as a director.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based on 62,888,637 Shares outstanding, which is the total number of Shares outstanding as of August 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024.

As of the date hereof, (i) BVF beneficially owned 10,235,089 Shares, representing percentage ownership of approximately 16.3% of the Shares outstanding, (ii) BVF2 beneficially owned 8,168,838 Shares, representing percentage ownership of approximately 13.0% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 1,287,768 Shares, representing percentage ownership of approximately 2.0% of the Shares outstanding, and (iv) 59,589 Shares were held in the Partners Managed Account, representing percentage ownership of less than 1% of the Shares outstanding.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 10,235,089 Shares beneficially owned by BVF, representing percentage ownership of approximately 16.3% of the Shares outstanding.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 8,168,838 Shares beneficially owned by BVF2, representing percentage ownership of approximately 13.0% of the Shares outstanding.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 1,287,768 Shares beneficially owned by Trading Fund OS, representing percentage ownership of approximately 2.0% of the Shares outstanding.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 18,403,927 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 29.3% of the Shares outstanding.

Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Account and the sole member of Partners OS, may be deemed to beneficially own the 19,751,284 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, representing percentage ownership of approximately 31.4% of the Shares outstanding.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 19,751,284 Shares beneficially owned by Partners, representing percentage ownership of approximately 31.4% of the Shares outstanding.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 19,751,284 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 31.4% of the Shares outstanding.

As of the date hereof, Mr. Loy beneficially owned 11,297 Shares, which consist of Shares issuable upon the exercise of certain options that are exercisable within sixty days hereof, representing percentage ownership of less than 1%.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days.

Item 6 is hereby amended to add the following:

As previously disclosed, on June 8, 2023, Mr. Loy was granted stock options in connection with his service as a director of the Issuer that represent a right to purchase 11,297 Shares at an exercise price of $29.18 per Share. All of such stock options have vested in full and expire on June 8, 2033.

On June 6, 2024, Mr. Loy was granted stock options in connection with his service as a director of the Issuer that represent a right to purchase 7,688 Shares. Such options (a) will vest in full on the earlier of (i) June 6, 2025 and (ii) the date of the Issuer’s next annual general meeting of shareholders, subject to Mr. Loy’s continued service to the Issuer, (b) have an exercise price of $42.44 per Share and (c) expire on June 6, 2034.

Pursuant to a certain agreement entered into between Partners and Mr. Loy, Mr. Loy is obligated to transfer the economic benefit, if any, received upon the sale of the Shares issuable upon exercise of the above referenced stock options to Partners.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 8, 2024

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty Days

BIOTECHNOLOGY VALUE FUND, L.P.

BIOTECHNOLOGY VALUE FUND II, L.P.

BIOTECHNOLOGY VALUE TRADING FUND OS LP