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. 4)
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Tectonic Therapeutic, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
878972108 (CUSIP Number) |
Michael K. Bradshaw, Jr. Nelson Mullins Riley & Scarborough LLP, 101 Constitution Avenue NW, Suite 900 Washington, DC, 20001 (202) 689-2800 (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
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| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Timothy A. Springer | ||||||||
| 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, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,313,558.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
Comment for Type of Reporting Person:
The percentages of beneficial ownership reported on this page are based on a total of 18,662,672 Shares issued and outstanding as of March 1, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025.
SCHEDULE 13D
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| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
TAS Partners LLC | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,382,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentages of beneficial ownership reported on this page are based on a total of 18,662,672 Shares issued and outstanding as of March 1, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025.
SCHEDULE 13D
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| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Chafen Lu | ||||||||
| 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, PF | ||||||||
| 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
186,134.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
Comment for Type of Reporting Person:
The percentages of beneficial ownership reported on this page are based on a total of 18,662,672 Shares issued and outstanding as of March 1, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025.
SCHEDULE 13D
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| 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:
This Amendment No. 4 to the statement on Schedule 13D (this "Statement") relates to the shares of common stock, par value $0.0001 per share (the "Shares"), of Tectonic Therapeutic, Inc., a Delaware corporation (the "Issuer"), and amends the initial statement on Schedule 13D originally filed by Timothy A. Springer ("Dr. Springer") and TAS Partners LLC ("TAS") on June 26, 2024, as amended by Amendment No. 1 filed on September 26, 2024 adding Chafen Lu ("Dr. Lu" and, collectively with Dr. Springer and TAS, the "Reporting Persons") as a reporting person, Amendment No. 2 filed on October 24, 2024 and Amendment No. 3 filed on February 10, 2025 (such statement and amendments, as further amended herein, the "Schedule 13D"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to be supplemented by the following:
On April 3, 2025, Dr. Springer and TAS entered into Stock Purchase Agreements with Polaris Partners IX, L.P. ("Polaris"), pursuant to which Dr. Springer purchased 87,500 Shares from Polaris at a purchase price of $17.10 per share, or $1,496,250 in the aggregate, payable in cash, and TAS purchased 412,500 Shares from Polaris at a purchase price of $17.10 per share, or $7,053,750 in the aggregate, payable in cash. Each of Dr. Springer and TAS represented that he or it was an "accredited investor," as defined in Regulation D, and was acquiring such Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The closing occurred on April 7, 2025. | ||
| Item 4. | Purpose of Transaction | |
N/A | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D is hereby amended and restated in full as follows:
The information set forth under Item 3 and the cover page of the Schedule 13D is incorporated herein by reference into this Item 5. The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Statement, are based on a total of 18,662,672 Shares issued and outstanding as of March 1, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of April 3, 2025. The Reporting Persons, in the aggregate, beneficially own 5,882,415 Shares, representing approximately 31.5% of such class of securities. Dr. Springer is the beneficial owner of a total of 5,882,415 Shares, representing approximately 31.5% of the outstanding Shares and consisting of (i) 4,313,558 Shares held directly, (ii) 1,382,723 Shares held by TAS and (iii) 186,134 Shares held by Dr. Lu. TAS is the beneficial owner of a total of 1,382,773 Shares, representing approximately 7.4% of the outstanding Shares. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS. Dr. Lu is the beneficial owner of a total of 186,134 Shares, representing approximately 1.0% of the outstanding Shares. Dr. Lu holds all such Shares directly. Dr. Lu is the spouse of Dr. Springer. | |
| (b) | Dr. Springer exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by TAS. Dr. Springer disclaims beneficial ownership of the Shares held by TAS, except to the extent of his pecuniary interest therein. Dr. Lu exercises sole voting and dispositive power over the Shares held by her directly. | |
| (c) | The Reporting Persons have not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing, except as described herein and in Item 3 of Schedule 13D. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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.
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