SEC Form SC 13D/A filed by Apollomics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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(b) for other parties to whom copies are to be sent.

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).

Item 1.  Security and Issuer

This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D supplements and amends the Statement on Schedule 13D (the “Statement”) filed by OrbiMed Advisors LLC, OrbiMed Asia GP, L.P., OrbiMed Asia GP II, L.P., OrbiMed Advisors Limited, and OrbiMed Advisors II Limited originally filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2023, as amended by Amendment No. 1 filed with the SEC on October 2, 2023, Amendment No. 2 filed with the SEC on November 1, 2023, Amendment No. 3 filed with the SEC on November 20, 2023, and Amendment No. 4 filed with the SEC on November 29, 2023. This Amendment No. 5 relates to the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of Apollomics Inc., an exempted company incorporated in the Cayman Islands (the “Issuer”), with its principal executive offices located at 989 E. Hillsdale Blvd., Suite 220, Foster City, California 94404. The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the ticker symbol “APLM”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

This Amendment No. 5 is being filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) decreased by more than 1% as a result of an increase in the number of Shares outstanding.

Item 2. Identity and Background

(a) This Amendment No. 5 is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Asia GP II, L.P. (“OAP GP II”), and OrbiMed Advisors II Limited (“Advisors II”) (collectively, the “Reporting Persons”).

(b) — (c), (f) OAP GP II, a Cayman Islands exempted limited partnership, is the general partner of a limited partnership, as more particularly described in Item 6 below. OAP GP II has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Advisors II, a Cayman Islands exempted company, is the general partner of OAP GP II, as more particularly described in Item 6 below. Advisors II has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the advisory company of limited partnerships, as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

The directors and executive officers of OrbiMed Advisors, OAP GP II, and Advisors II are set forth on Schedules I, II, and III, respectively, attached hereto. Schedules I, II, and III set forth the following information with respect to each such person:

(i)          name;

(ii)         business address;

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)        citizenship.

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through V has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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

Not applicable.

Item 4.  Purpose of Transaction

 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 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 shares or otherwise, they may acquire 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 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 Statement, 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 Act or (j) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

(a) — (b) The following disclosure is based upon 108,712,456 Class A Ordinary Shares outstanding as set forth in the Issuer’s Registration Statement on Form F-3, filed with the Securities and Exchange Commission on May 20, 2024, including certain presently exercisable warrants to acquire Class A Ordinary Shares.

As of the date of this filing, OrbiMed Asia Partners II, L.P. (“OAP II”) holds 8,565,456 Class A Ordinary Shares and 50,000 warrants to acquire Class A Ordinary Shares (“Warrants”), together constituting approximately 7.9% of the issued and outstanding Class A Ordinary Shares. OAP GP II is the general partner of OAP II pursuant to the terms of the limited partnership agreement of OAP II, Advisors II is the general partner of OAP GP II pursuant to the terms of the limited partnership agreement of Advisors II, and OrbiMed Advisors is the advisory company of OAP II pursuant to the terms of the limited partnership agreement of OAP II. As a result, OAP GP II, Advisors II, and OrbiMed Advisors share power to direct the vote and disposition of the Class A Ordinary Shares held by OAP II and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Class A Ordinary Shares held by OAP II. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Class A Ordinary Shares held by OAP II.

In addition, OrbiMed Advisors, OAP GP II, and Advisors II, pursuant to their authority under the limited partnership agreement of OAP II, caused OAP II to enter into the agreements referred to in Item 6 below.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

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, OAP GP II is the general partner of OAP II, pursuant to the terms of the limited partnership agreement of OAP II and Advisors II is the general partner of OAP GP II pursuant to the terms of the limited partnership agreement of OAP GP II. Pursuant to this agreement and relationship, OAP GP II and Advisors II have discretionary investment management authority with respect to the assets of OAP II. Such authority includes the power to vote and otherwise dispose of securities held by OAP II. The number of outstanding Class A Ordinary Shares of the Issuer attributable to OAP II is 8,565,456 Class A Ordinary Shares and 50,000 Warrants. OAP GP II and Advisors II, pursuant to their authority under the limited partnership agreements of OAP II and Advisors II, respectively, may be considered to hold indirectly 8,565,456 Class A Ordinary Shares and 50,000 Warrants.

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the advisory company of OAP II, pursuant to the terms of the limited partnership agreement of OAP II. Pursuant to these agreements and relationships, OrbiMed Advisors, OAP GP II, and Advisors II have discretionary investment management authority with respect to the assets of OAP II. Such authority includes the power of OAP GP II and Advisors II to vote and otherwise dispose of the securities held by OAP II. The number of Class A Ordinary Shares attributable to OAP II is 8,565,456 Class A Ordinary Shares and 50,000 Warrants. OrbiMed Advisors, pursuant to its authority under the terms of the limited partnership agreement of OAP II, may also be considered to hold indirectly 8,565,456 Class A Ordinary Shares and 50,000 Warrants.

Company Shareholder Voting Agreement

In addition, OAP II, the Issuer and certain other shareholders of the Issuer entered into a Company Shareholder Voting Agreement, a summary of which is set forth at Item 6 of the Statement.

Subscription Agreement

In addition, Advisors II and OAP GP II, pursuant to their authority under the limited partnership agreement of OAP II, caused OAP II to enter into the Subscription Agreement, a summary of which is set forth at Item 6 of the Statement.

Warrant Agreement

In addition, Advisors II and OAP GP II, pursuant to their authority under the limited partnership agreement of OAP II, caused OAP II to enter into a Warrant Agreement, a summary of which is set forth at Item 6 of the Statement.

Other than as described in this Amendment No. 5, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer.

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.

SCHEDULE I

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

SCHEDULE II

The business and operations of OrbiMed Asia GP II, L.P. are managed by the executive officers and directors of OrbiMed Advisors II Limited, set forth in Schedule III attached hereto.

SCHEDULE III

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors II Limited are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.

EXHIBIT INDEX