SEC Form SC 13D filed by SOPHiA GENETICS SA

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CUSIP No.	H82027105
1	Names of Reporting Persons
	aMoon Growth Fund Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			0
		8	Shared Voting Power
			3,191,916
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			3,191,916
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,191,916
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	4.97% (1)
14	Type of Reporting Person (See Instructions)
	PN

(1)	Based on 64,210,912 Ordinary Shares issued and outstanding as of September 30, 2022 (excluding treasury shares), as reported in the Issuer’s Form 6-K, filed with the U.S. Securities and Exchange Committee on November 8, 2022.

 

 

 

 

 

Item 1.  Security and Issuer

 

This statement on Schedule 13D relates to the Ordinary Shares, par value CHF 0.05 per share (the “Ordinary Shares”), of SOPHiA GENETICS SA, a Swiss company (the “Issuer”).  The Issuer’s principal executive offices are located at Rue du Centre 172, CH-1025 Saint-Sulpice, Switzerland.

Item 2.  Identity and Background

 

(a)

This Schedule 13D is being filed by aMoon Growth Fund Limited Partnership, a Cayman Islands exempted limited partnership (“aMoon Growth”), aMoon Growth Fund G.P. Limited Partnership, an Israeli limited partnership (“aMoon Growth G.P.”), aMoon General Partner Ltd., an Israeli company (“aMoon Ltd.”), aMoon Edge Limited Partnership, a Cayman Islands exempted limited partnership (“aMoon Edge”), aMoon Edge GP Ltd., a Cayman Islands company (“aMoon Edge Ltd.”), Hilliyon Holdings Ltd., an Israeli company (“Hilliyon”), Berko Capital Ltd., an Israeli company (“Berko Capital”), Dr. Yair C. Schindel (“Schindel”) and Dr. Tomer Berkovitz (“Berkovitz”) (collectively, the “Reporting Persons”).

aMoon Growth G.P. is the sole general partner of aMoon Growth.  aMoon Ltd. is the sole general partner of aMoon Growth G.P.  Schindel is the sole shareholder of aMoon Ltd.

aMoon Edge Ltd. is the sole general partner of aMoon Edge.  Hilliyon and Berko Capital are the sole shareholders of aMoon Edge Ltd.  Schindel is the sole shareholder of Hilliyon.  Berkovitz is the sole shareholder of Berko Capital.

(b)

The address of the principal business office of each of the Reporting Persons is 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.

(c)

The principal business of Schindel is Managing Partner and Co-Founder of aMoon Fund, an investment house focused on accelerating cure in healthcare and life sciences, and the principal business of Berkovitz is General Partner of aMoon Fund.

The principal business of each other Reporting Person is to generate returns primarily from equity, and equity-related investments, and convertible and/or bridge loans, mainly in companies in the fields of healthcare and life sciences, operating in Israel and in select other global centers of healthtech innovation.

(d), (e) and (f)

Schindel, an Israeli citizen, is the sole director of aMoon Growth Ltd. and Hilliyon.  aMoon Growth Ltd. and Hilliyon do not have any executive officers.

Berkovitz, an Israeli citizen, is the sole director of Berko Capital.  Berko Capital does not have any executive officers.

Schindel and Berkovitz are the sole directors of aMoon Edge Ltd.  aMoon Edge Ltd does not have any executive officers.

The business and operations of aMoon Growth is managed by its sole general partner, aMoon Growth G.P., and the business and operations of aMoon Growth G.P. are managed by its sole general partner, aMoon Ltd.  The business and operations of aMoon Edge is managed by its sole general partner, aMoon Edge Ltd.

During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.  Source and Amount of Funds or Other Consideration

 

The aggregate purchase price of the 3,210,867 Ordinary Shares purchased by aMoon Growth and aMoon Edge was $42,896,672.42. The source of funding for the purchase of the Ordinary Shares was the capital of aMoon Growth and aMoon Edge.

The purchases of the Ordinary Shares listed in Annex A to this Schedule 13D were made pursuant to Rule 10b5-1 plans entered into by aMoon Growth and aMoon Edge, which remain in effect through March 9, 2023. The Reporting Persons may elect in the future to extend and/or enter into new Rule 10b5-1 plans.

Item 4.  Purpose of Transaction

 

This statement relates to the acquisition of Ordinary Shares by the Reporting Persons. The Ordinary Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective limited partners.

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Ordinary Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Ordinary Shares or otherwise, they may acquire Ordinary Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Ordinary Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to any of those enumerated above.

  

Item 5.  Interest in Securities of the Issuer

As of the date of this Schedule 13D, (i) aMoon Growth holds 3,191,916 Ordinary Shares, constituting approximately 4.97% of the issued and outstanding Ordinary Shares, and (ii) aMoon Edge holds 18,951 Ordinary Shares, constituting approximately 0.03% of the issued and outstanding Ordinary Shares (excluding treasury shares).

aMoon Growth G.P. is the sole general partner of aMoon Growth pursuant to the terms of the limited partnership agreement of aMoon Growth.  aMoon Ltd. is the sole general partner of aMoon Growth G.P, pursuant to the terms of the limited liability company agreement of aMoon G.P. Schindel is the sole shareholder of aMoon Ltd.

aMoon Edge Ltd. is the sole general partner of aMoon Edge pursuant to the terms of the limited partnership agreement of aMoon Edge.  Hilliyon and Berko Capital are the sole shareholders of aMoon Edge Ltd., Schindel is the sole shareholder of Hilliyon and Berkovitz is the sole shareholder of Berko Capital.

By virtue of such relationships, (i) aMoon Growth G.P. and aMoon Ltd. may be deemed to have shared voting and investment power with respect to the 3,191,916 Ordinary Shares held by aMoon Growth, constituting approximately 4.97% of the issued and outstanding Ordinary Shares (excluding treasury shares); (ii) aMoon Edge Ltd., Hilliyon, Berko Capital and Berkovitz may be deemed to have shared voting and investment power with respect to the 18,951 Ordinary Shares held by aMoon Edge, constituting approximately 0.03% of the issued and outstanding Ordinary Shares (excluding treasury shares); and (iii) Schindel may be deemed to have shared voting and investment power with respect to the 3,210,867 Ordinary Shares held by aMoon Growth and aMoon Edge, constituting approximately 5.00% of the issued and outstanding Ordinary Shares (excluding treasury shares).

As the sole shareholder of aMoon Ltd., Schindel exercises investment and voting power of aMoon Growth G.P., and as the sole shareholder of Hilliyon, which in turn is one of the shareholders of aMoon Edge Ltd., Schindel exercises investment and voting power of aMoon Edge Ltd.  Schindel disclaims beneficial ownership of the Ordinary Shares held by aMoon Growth and aMoon Edge, except to the extent of his pecuniary interest therein, if any.

As the sole shareholder of Berko Capital, which in turn is one of the shareholders of aMoon Edge Ltd., Berkovitz exercises investment and voting power of aMoon Edge Ltd.  Berkovitz disclaims beneficial ownership of the Ordinary Shares held by aMoon Edge, except to the extent of his pecuniary interest therein, if any.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above:

Accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.

Director of the Issuer.  The Reporting Person, Dr. Tomer Berkovitz, serves as a member of the board of directors of the Issuer since March 2021.

To the best of the Reporting Persons’ knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons, or any subsidiary of any of the Reporting Persons, and any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

 

Item 7.  Material to Be Filed as Exhibits

 

 

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.

By:	/s/ Dr. Yair C. Schindel
	Name: Dr. Yair C. Schindel Title: Director

AMOON GROWTH FUND G.P. LIMITED

By:	/s/ Dr. Yair C. Schindel
	Name: Dr. Yair C. Schindel Title: Director

 

ANNEX A

 

Reporting Person – aMoon Growth Fund Limited Partnership

Reporting Person – aMoon Edge Limited Partnership

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