SEC Form SC 13D/A filed by Galapagos NV (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

GALAPAGOS NV

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

36315X101

(CUSIP Number)

Gilead Sciences, Inc.

333 Lakeside Drive

Foster City, California, 94404

650-574-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 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. ☐

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 (the “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).

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SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Schedule 13D/A”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 23, 2019, as amended by Amendment No. 1 to Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2019 and Amendment No. 2 to Schedule 13D originally filed with the SEC on November 1, 2019 (the “Schedule 13D”), filed by Gilead Sciences, Inc., a Delaware corporation (“Gilead”), and Gilead Therapeutics A1 Unlimited Company, an unlimited liability company formed under the laws of Ireland and a wholly owned subsidiary of Gilead (“A1” and together with Gilead, the “Reporting Persons”), with respect to the ordinary shares, no par value (the “Ordinary Shares”), of Galapagos NV (the “Issuer”).

This Schedule 13D/A is being filed to report the issuance of the Subsequent Gilead Warrant B of the Issuer (the “Subsequent Warrant B”) to A1 pursuant to the previously disclosed Subscription Agreement, dated July 14, 2019, between A1 and the Issuer (the “Subscription Agreement”). Except as expressly amended by this Schedule 13D/A, the Schedule 13D remains in effect.

Item 1. Security and Issuer.

This Schedule 13D/A amends and supplements the Schedule 13D with respect to the Ordinary Shares of the Issuer. The principal executive offices of the Issuer are located at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium.

Item 2. Identity and Background.

The last paragraph of Item 2 of the Schedule 13D is hereby amended and replaced with the following, and Schedule I and Schedule II of the Schedule 13D is hereby amended and replaced with Schedule I and Schedule II attached hereto:

During the last five years, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I or Schedule II to this Schedule 13D/A (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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.

Item 3 is hereby amended and supplemented with the addition of the following:

This Schedule 13D/A is being filed to report the issuance of the Subsequent Warrant B to A1 pursuant to the previously disclosed Subscription Agreement. On April 30, 2024, the Issuer issued the Subsequent Warrant B to A1 pursuant to the terms of the Subscription Agreement. The Subsequent Warrant B is intended as a continuation of the previously disclosed Initial Gilead Warrant B of the Issuer (the “Initial Warrant B”), which was issued to A1 on October 22, 2019 and will expire on August 23, 2024. References to the “Warrant” herein refer to the Subsequent Warrant B or the Initial Warrant B or both, as the context demands.

Subject to the terms of the Subscription Agreement, the Subsequent Warrant B entitles the holder thereof to subscribe, during the entire term of the Subsequent Warrant B, upon each exercise of the Subsequent Warrant B, for a maximum number of shares that is sufficient to bring the number of shares owned by the Reporting Persons and any of their affiliates and any other party Acting in Concert (as defined in the Subscription Agreement) with the Reporting Persons or any of their affiliates to 29.9% of the actually issued and outstanding shares immediately after the issue of the shares that are to be issued upon the relevant exercise of the Subsequent Warrant B (rounded down to the nearest whole share) (the “Warrant Limit B”). The Subsequent Warrant B has a term starting as of April 30, 2024 and ending at 11:59 p.m. (local time in Brussels, Belgium) on April 29, 2029. The Subsequent Warrant B is exercisable at any time beginning at 11:59 p.m. (local time in Brussels, Belgium) on August 23, 2024. The Subsequent Warrant B can be exercised at one or several occasions during the entire term of the Subsequent Warrant B, but not more than once per period of three (3) months, subject to certain exceptions. The Subsequent Warrant B remains outstanding for the remaining duration of its term even if exercised for a number of shares that is equal to the then-applicable Warrant Limit B.

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Based on the 65,897,071 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the Issuer’s Form 20-F filed with the SEC on March 28, 2024 (the “Form 20-F”), A1 would be entitled to purchase up to 4,273,533 Ordinary Shares pursuant to the terms of the Warrant, as reported in the Issuer’s Form 6-K filed with the SEC on March 29, 2024 (the “March 29 Form 6-K”).

The Subsequent Warrant B has been issued to A1 without any additional consideration being due by A1 or any of its affiliates.

The exercise price of the Subsequent Warrant B shall, per share that shall be subscribed for upon an exercise of the Subsequent Warrant B, in relation to such shares, be equal to the greater of (i) 120% multiplied by the arithmetic mean of the daily volume weighted average trading price of the Issuer’s shares as traded on Euronext Brussels and Euronext Amsterdam (or such other regulated markets on which the Issuer’s shares will be trading at that time) on each of the trading days during the period of 30 calendar days ending on the calendar day immediately preceding the date of the exercise notice with respect to such exercise, and (ii) EUR 140.59 (which is the same as the issue price of the 6,828,985 new shares that were issued to A1 on August 23, 2019). The exercise price of the Subsequent Warrant B is subject to customary adjustments, including in respect of dividend or other distributions made by the Issuer in relation to the Issuer’s shares.

Based on the 65,897,071 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the Form 20-F, and assuming that the exercise price of the Warrant is equal to EUR 140.59, the aggregate purchase price for the 4,273,533 Ordinary Shares that A1 would be entitled to purchase pursuant to the terms of the Warrant would be EUR 600,816,004.47. The actual number of Ordinary Shares that A1 is entitled to purchase pursuant to the terms of the Warrant depends on the number of Ordinary Shares issued and outstanding as of the date of the exercise of the Warrant and there is no absolute limit on the number of Ordinary Shares that can be issued pursuant to the Warrant. Additionally, the actual exercise price of the Warrant is subject to the formula described in the preceding paragraph and may be higher than EUR 140.59 per share. As a result, the aggregate purchase price for the Ordinary Shares that A1 is entitled to purchase pursuant to the terms of the Warrant depends on factors that are not known as of the date hereof, and remains subject to change.

If the Reporting Persons purchase any Ordinary Shares pursuant to the terms of the Warrant, the Reporting Persons expect to purchase such Ordinary Shares with the working capital of an affiliate of the Reporting Persons on behalf of A1.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented with the addition of the following:

The information set forth in Items 3 and 6 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 4.

The acquisition of the Subsequent Warrant B disclosed in this Schedule 13D/A was made for investment purposes in connection with the previously disclosed Subscription Agreement and Option, License and Collaboration Agreement, dated as of July 14, 2019 (the “Collaboration Agreement”), between Gilead and the Issuer.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D/A and the information set forth or incorporated in Items 2 and 3 of the Schedule 13D, as amended by this Schedule 13D/A, is incorporated by reference in its entirety into this Item 5.

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(a)-(b) A1 holds and beneficially owns 20,981,010 Ordinary Shares of the Issuer (which consists of the 16,707,477 Ordinary Shares that A1 beneficially owned prior to the issuance of the Subsequent Warrant B and the 4,273,533 Ordinary Shares that A1 can purchase pursuant to the terms of the Warrant based on the 65,897,071 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the Form 20-F). As A1 is a wholly-owned subsidiary of Gilead, Gilead beneficially owns the same 20,981,010 Ordinary Shares of the Issuer.

Pursuant to Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to beneficially own the following:

(c) Except as set forth in Item 3 of this Schedule 13D/A and this Item 5 or as previously disclosed in the Schedule 13D, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Item 2 of the Schedule 13D has effected any transaction in Ordinary Shares during the past 60 days.

(d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

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

Item 6 is hereby amended and supplemented with the addition of the following:

On April 30, 2024, the Issuer issued the Subsequent Warrant B to A1 pursuant to the terms of the Subscription Agreement. Based on the 65,897,071 Ordinary Shares issued and outstanding as of December 31, 2023, as reported in the Form 20-F, A1 would be entitled to purchase up to 4,273,533 Ordinary Shares pursuant to the terms of the Warrant, as reported in the March 29 Form 6-K.

As previously disclosed, pursuant to the terms of the Subscription Agreement, until the date that is 10 years following the date on which the closing occurs (or the termination of the Collaboration Agreement, if earlier, other than due to Issuer breach), subject to extension in certain circumstances, A1 will have the right to have two designees appointed to the Issuer’s Board of Directors (the “Issuer Board”). From the date that is 10 years following the date on which the closing occurs (or the termination of the Collaboration Agreement, if earlier, other than due to Issuer breach), subject to extension in certain circumstances, until the date that Gilead and its affiliates and any party acting in concert with them cease to own, directly or indirectly, at least 20% of the then outstanding shares of the Issuer on a non-diluted basis, A1 will have the right to have one designee appointed to the Issuer Board. On October 22, 2019, upon the approval of the Issuer’s shareholders, Daniel O’Day and Linda Higgins were appointed to the Issuer Board as A1’s director designees. On March 26, 2024, Andrew Dickinson was appointed to the Issuer Board as a director designee of A1, replacing Mr. O’Day.

The foregoing description of the Subsequent Warrant B is not complete and is subject to and qualified in its entirety by reference to the form of such document, which is attached as Exhibit 99.2 and incorporated herein by reference.

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Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented with the addition of the following:

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SCHEDULE I

All addresses are c/o Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California, 94404.

SCHEDULE II

All addresses are c/o Gilead Therapeutics A1 Unlimited Company, IDA Business & Technology Park, Carrigtohill, Cork, Ireland T45 DP77.

SIGNATURES

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.

Dated: May 2, 2024