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. 4)*
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)
May 3, 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) x
(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
10,000
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
10,000
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 14 | TYPE OF REPORTING PERSON
PN
|
| Page 2 of 9 Pages |
| CUSIP No. 481116101 | ||
| 1 | NAMES OF REPORTING PERSONS
TANG CAPITAL MANAGEMENT, LLC
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x
(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
10,000
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
10,000
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 14 | TYPE OF REPORTING PERSON
OO
|
| Page 3 of 9 Pages |
| CUSIP No. 481116101 | ||
| 1 | NAMES OF REPORTING PERSONS
KEVIN TANG
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x
(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
10,000
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
10,000
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 12 | TYPE OF REPORTING PERSON
IN
|
| Page 4 of 9 Pages |
| CUSIP No. 481116101 | ||
| 1 | NAMES OF REPORTING PERSONS
Concentra Biosciences, LLC
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x
(b) o
|
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
| |
| 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
10,000
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
10,000
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
|
| 12 | TYPE OF REPORTING PERSON
OO
|
| Page 5 of 9 Pages |
| CUSIP No. 481116101 | ||
| 1 | NAMES OF REPORTING PERSONS
Concentra MERGER SUB, INC.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) x
(b) o
|
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
| |
| 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
CO
|
| Page 6 of 9 Pages |
Explanatory Note
This Schedule 13D/A (this “Amendment No. 4”) relates to the common stock, par value $0.001 per share (the “Common Stock”) of Jounce Therapeutics, Inc., a Delaware corporation (the “Issuer”) and amends the Schedule 13D (the “Original Schedule 13D”) filed on March 14, 2023, as amended by Amendment No. 1 to the Original Schedule 13D filed on March 17, 2023, Amendment No. 2 to the Original Schedule 13D filed on March 28, 2023, and Amendment No. 3 to the Original Schedule 13D filed on April 7, 2023 (as amended, the “Statement” or “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.
Items 4, 5 and 7 of the Statement are hereby amended and supplemented to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Statement shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended by adding the following:
“Closing of the Merger
As previously disclosed, each of Concentra, the Issuer and Merger Sub entered into the Merger Agreement, which provides for an Offer by Merger Sub for all of the Issuer’s Common Stock. The Offer commenced on April 5, 2023. On May 3, 2023, the Offer expired and Merger Sub accepted for purchase a total of 36,367,727 shares tendered and not withdrawn, representing approximately 69.0926% of the total shares of the Issuer issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on May 3, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Issuer (representing 10,000 shares in the aggregate) (the “Merger”), with the Issuer surviving as a wholly owned subsidiary of Concentra.
As a result of the Offer and the Merger, Concentra acquired a total of 10,000 shares of Common Stock in exchange for the Offer Price, representing an aggregate purchase price of $97,377,034.75 in cash and 60,142,813 CVRs.”
| Item 5. | Interest in Securities of the Issuer |
(a) – (b) is hereby restated in its entirety as follows:
“Items 7 through 11 and 13 of the cover page of this Amendment No. 4 are incorporated herein by reference.”
(c) is hereby restated in its entirety as follows:
“Except as described in this Amendment No. 4, neither the Reporting Persons has acquired or disposed of any shares of Common Stock during the past 60 days.”
(d) is hereby restated in its entirety as follows:
“Not applicable.”
| 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) |
| Page 7 of 9 Pages |
| Page 8 of 9 Pages |
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: | May 5, 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 | ||
| CONCENTRA MERGER SUB, INC. | ||
| By: | /s/ Kevin Tang | |
| Kevin Tang, Chief Executive Officer | ||
Page 9 of 9 Pages