SEC Form SC 13D/A filed by Jounce Therapeutics Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the securities exchange
act of 1934
(amendment no. 1)*
Jounce Therapeutics,
Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
481116101
(CUSIP Number)
Ryan A. Murr
James J. Moloney
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2023
(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. x
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 481116101 | ||
| 1 |
NAMES OF REPORTING PERSONS
TANG CAPITAL PARTNERS, LP
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o
(b) o
|
| 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 BENEFICIALLY OWNED BY PERSON WITH |
7 |
SOLE VOTING POWER
0
|
| 8 |
SHARED VOTING POWER
5,300,087
| |
| 9 |
SOLE DISPOSITIVE POWER
0
| |
| 10 |
SHARED DISPOSITIVE POWER
5,300,087
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,300,087
|
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.2%
|
| 14 |
TYPE OF REPORTING PERSON
PN
|
| CUSIP No. 481116101 | ||
| 1 |
NAMES OF REPORTING PERSONS
TANG CAPITAL MANAGEMENT, LLC
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o
(b) o
|
| 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 BENEFICIALLY OWNED BY PERSON WITH |
7 |
SOLE VOTING POWER
0
|
| 8 |
SHARED VOTING POWER
5,300,087
| |
| 9 |
SOLE DISPOSITIVE POWER
0
| |
| 10 |
SHARED DISPOSITIVE POWER
5,300,087
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,300,087
|
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.2%
|
| 14 |
TYPE OF REPORTING PERSON
OO
|
| CUSIP No. 481116101 | ||
| 1 |
NAMES OF REPORTING PERSONS
KEVIN TANG
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o
(b) o
|
| 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
UNITED STATES
| |
NUMBER OF BENEFICIALLY OWNED BY PERSON WITH |
7 |
SOLE VOTING POWER
0
|
| 8 |
SHARED VOTING POWER
5,300,087
| |
| 9 |
SOLE DISPOSITIVE POWER
0
| |
| 10 |
SHARED DISPOSITIVE POWER
5,300,087
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,300,087
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.2%
|
| 12 |
TYPE OF REPORTING PERSON
IN
|
| CUSIP No. 481116101 | ||
| 1 |
NAMES OF REPORTING PERSONS
Concentra Biosciences, LLC
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o
(b) o
|
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |
| 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 BENEFICIALLY OWNED BY PERSON WITH |
7 |
SOLE VOTING POWER
0
|
| 8 |
SHARED VOTING POWER
0
| |
| 9 |
SOLE DISPOSITIVE POWER
0
| |
| 10 |
SHARED DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
|
| 12 |
TYPE OF REPORTING PERSON
OO
|
Explanatory Note
This Schedule 13D/A relates to the common stock, par value $0.001 (the “Common Stock”), of Jounce Therapeutics, Inc., a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed on March 14, 2023 (as amended, the “Statement” or “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
This Amendment No. 1 is being filed to amend Item 4 of the Schedule 13D as set forth below.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended by adding the following:
On March 15, 2023, the Reporting Persons entered into a mutual confidentiality agreement with the Issuer.
On March 17, 2023, Concentra delivered a letter to the Issuer extending the expiration date for the acquisition proposal to midnight eastern time on March 26, 2023 (see Exhibit 3).
| Item 7. | Material to Be Filed as Exhibits |
Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (previously filed)
Exhibit 2: Acquisition Proposal, dated March 14, 2023, sent from Concentra to the Issuer (previously filed)
Exhibit 3: Acquisition Proposal Extension, dated March 17, 2023, sent from Concentra to the Issuer
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.
| Date: | March 17, 2023 |
| TANG CAPITAL PARTNERS, LP | ||
| By: Tang Capital Management, LLC, its General Partner | ||
| By: | /s/ Kevin Tang | |
| Kevin Tang, Manager | ||
| TANG CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Kevin Tang | |
| Kevin Tang, Manager | ||
| /s/ Kevin Tang | ||
| Kevin Tang | ||
| CONCENTRA BIOSCIENCES, LLC | ||
| By: | /s/ Kevin Tang | |
| Kevin Tang, Chief Executive Officer | ||
EXHIBIT 3
Concentra Biosciences, LLC
4747 Executive Drive, Suite 210 | San Diego, CA 92121
March 17, 2023
Richard Murray
Chief Executive Officer
Jounce Therapeutics, Inc.
780 Memorial Drive
Cambridge, Massachusetts 02139
Re: Acquisition Proposal Extension
Dear Richard:
As we have now entered into a mutual confidentiality agreement and commenced confirmatory due diligence, we hereby extend the expiration date for our acquisition proposal to midnight eastern time on March 26, 2023.
We look forward to continuing our constructive dialogue and are hopeful that we can enter into definitive agreements shortly.
| Sincerely, | |
 | |
| Kevin Tang | |
| Chief Executive Officer |