Amendment: SEC Form SCHEDULE 13D/A filed by Tectonic Therapeutic Inc.
$TECX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Tectonic Therapeutic, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
878972108 (CUSIP Number) |
Lauren Crockett One Marina Park Drive, 8th Floor Boston, MA, 02210 (781) 290-0770 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/03/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Terrance McGuire | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
657,976.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 20,262 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D (as defined below)) held by PFC I (as defined in Item 2(a) of the Original Schedule 13D), (ii) 64,652 shares of Common Stock held by PFC II (as defined in Item 2(a) of the Original Schedule 13D) and (iii) 573,062 shares of Common Stock held by PP IX (as defined in Item 2(a) of the Original Schedule 13D). The aggregate amount beneficially owned does not include 11,760 shares of Common Stock underlying stock options granted to Mr. McGuire in his capacity as a director of the Issuer because such options are not exercisable as of the date of filing this Amendment (as defined in Item 1 below) or within 60 days thereafter. PFCM I (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's (as defined in Item 1 of the Original Schedule 13D) board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I. PFCM II (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II. PP GP IX (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PP IX. The PP GP IX Managing Members (as defined in Item 2(c) of the Original Schedule 13D) are the managing members of PP GP IX, and Mr. McGuire, a member of the Issuer's board of directors, is an interest holder in PP GP IX. Each of PP GP IX, the PP GP IX Managing Members and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PP IX.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission (the "Commission") on March 20, 2025 (the "Form 10-K").
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Partners IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
573,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by PP IX. PP GP IX is the general partner of PP IX. The PP GP IX Managing Members are the managing members of PP GP IX, and Mr. McGuire, a member of the Issuer's board of directors, is an interest holder in PP GP IX. Each of PP GP IX, the PP GP IX Managing Members and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PP IX.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Partners GP IX, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
573,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by PP IX. PP GP IX is the general partner of PP IX. The PP GP IX Managing Members are the managing members of PP GP IX, and Mr. McGuire, a member of the Issuer's board of directors, is an interest holder in PP GP IX. Each of PP GP IX, the PP GP IX Managing Members and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PP IX.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by PFC I. PFCM I is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund Management Co. I, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by PFC I. PFCM I is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
64,652.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by PFC II. PFCM II is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund Management Co. II, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
64,652.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by PFC II. PFCM II is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Jonathan Flint | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
84,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 20,262 shares of Common Stock held by PFC I and (ii) 64,652 shares of Common Stock held by PFC II. PFCM I is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I. PFCM II is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II.
Percentage based on 18,662,672 shares of Common Stock outstanding as of March 1, 2025, as set forth in the Form 10-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Tectonic Therapeutic, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
490 Arsenal Way, Suite 210, Watertown,
MASSACHUSETTS
, 02472. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on June 25, 2024, as amended by Amendment No. 1 filed with the Commission on February 7, 2025 (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reports in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (b) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (c) | On April 3, 2025, PP IX entered into Stock Purchase Agreements with each of Timothy A. Springer ("Dr. Springer") and TAS Partners LLC ("TAS"), pursuant to which Dr. Springer purchased 87,500 shares of Common Stock from PP IX at a purchase price of $17.10 per share, or $1,496,250 in the aggregate, and TAS purchased 412,500 shares of Common Stock at a purchase price of $17.10 per share, or $7,053,750 in the aggregate. The closing occurred on April 7, 2025. | |
| (e) | April 7, 2025 | |
| 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.
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Comments accompanying signature:
[* This Amendment was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.] |