SEC Form SC 13D/A filed by Karuna Therapeutics Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
Karuna Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
48576A100
(CUSIP Number)
Nathalie Auber
Sofinnova Investments, Inc.
3000 Sand Hill Road, Bldg 4, Suite 250
Menlo Park, CA 94025
(650) 681-8420
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
Jonathan Goodwin, Esq.
c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
550 Allerton Street, Redwood City, CA 94063
(650) 321-2400
June 14, 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 ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
This 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).
| CUSIP NO. 48576A100 | 13D | Page 2 of 15 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Venture Partners X, L.P. (“SVP X”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | (b) x |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 1,372,441 shares, except that Sofinnova Management X, L.P. (“SM X LP”), the general partner of SVP X, may be deemed to have sole voting power, Sofinnova Management X-A, L.L.C. (“SM X LLC”), the general partner of SM X LP, may be deemed to have sole voting power, and Dr. James I. Healy (“Healy”) and Dr. Maha Katabi (“Katabi”), the managing members of SM X LLC, may be deemed to have shared power to vote these shares. |
| 8 | SHARED VOTING POWER See response to row 7. | |
| 9 | SOLE
DISPOSITIVE POWER 1,372,441 shares, except that SM X LP, the general partner of SVP X, may be deemed to have sole dispositive power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing members of SM X LLC, may be deemed to have shared dispositive power over these shares. | |
| 10 | SHARED DISPOSITIVE POWER See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,372,441 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | 3.7% |
| 14 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 48576A100 | 13D | Page 3 of 15 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management X, L.P. (“SM X LP”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | (b) x |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 1,380,466 shares, of which 1,372,441 are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole voting power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Healy and Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote these shares. |
| 8 | SHARED VOTING POWER See response to row 7. | |
| 9 | SOLE
DISPOSITIVE POWER 1,380,466 shares, of which 1,372,441 are owned directly by SVP X. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing members of SM X LLC, may be deemed to have shared dispositive power over these shares. | |
| 10 | SHARED DISPOSITIVE POWER See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,380,466 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | 3.7% |
| 14 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 48576A100 | 13D | Page 4 of 15 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management X-A, L.L.C. (“SM X LLC”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | (b) x |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 1,380,466 shares, of which 1,372,441 are owned directly by SVP X and 8,025 are owned directly by SM X LP. SM X LP, the general partner of SVP X, may be deemed to have sole voting power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Healy and Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote these shares. |
| 8 | SHARED VOTING POWER See response to row 7. | |
| 9 | SOLE
DISPOSITIVE POWER 1,380,466 shares, of which 1,372,441 are owned directly by SVP X and 8,025 are owned directly by SM X LP. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing members of SM X LLC, may be deemed to have shared dispositive power over these shares. | |
| 10 | SHARED DISPOSITIVE POWER See response to row 9. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,380,466 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | 3.7% |
| 14 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 48576A100 | 13D | Page 5 of 15 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. Maha Katabi (“Katabi”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | (b) x |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Canadian Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER -0- |
| 8 | SHARED
VOTING POWER 1,380,466 shares, of which 1,372,441 are owned directly by SVP X and 8,025 are owned directly by SM X LP. SM X LP, the general partner of SVP X, may be deemed to have sole voting power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Katabi, a managing member of SM X LLC, may be deemed to have shared voting power to vote these shares. | |
| 9 | SOLE DISPOSITIVE POWER -0- | |
| 10 | SHARED
DISPOSITIVE POWER 1,380,466 shares, of which 1,372,441 are owned directly by SVP X and 8,025 are owned directly by SM X LP. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Katabi, a managing member of SM X LLC, may be deemed to have shared dispositive power over these shares. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,380,466 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | 3.7% |
| 14 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 48576A100 | 13D | Page 6 of 15 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. James I. Healy (“Healy”) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | (b) x |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 58,500 shares, including 26,000 shares subject to stock options that are exercisable by Healy within 60 days of the date of this filing. |
| 8 | SHARED
VOTING POWER 1,381,149 shares, of which 1,372,441 are owned directly by SVP X, 8,025 are owned directly by SM X LP and 683 are owned directly by Sofinnova Synergy Master Fund, LP (“Synergy Fund”). SM X LP, the general partner of SVP X, may be deemed to have sole voting power, SM X LLC, the general partner of SM X LP, may be deemed to have sole voting power, and Healy, a managing member of SM X LLC and a director of the Issuer, may be deemed to have shared voting power to vote the shares owned directly by SVP X. Sofinnova Synergy Fund GP, LLC (the “Synergy Fund GP”), the general partner of the Synergy Fund, may be deemed to have sole voting power, and Healy, a managing member of the Synergy Fund GP and a director of the Issuer, may be deemed to have shared voting power to vote the shares owned directly by the Synergy Fund. | |
| 9 | SOLE
DISPOSITIVE POWER 58,500 shares, including 26,000 shares subject to stock options that are exercisable by Healy within 60 days of the date of this filing. | |
| 10 | SHARED
DISPOSITIVE POWER 1,381,149 shares, of which 1,372,441 are owned directly by SVP X, 8,025 are owned directly by SM X LP and 683 are owned directly by the Synergy Fund. SM X LP, the general partner of SVP X, may be deemed to have sole dispositive power, SM X LLC, the general partner of SM X LP, may be deemed to have sole dispositive power, and Healy, a managing member of SM X LLC and a director of the Issuer, may be deemed to have shared dispositive power over the shares owned directly by SVP X. The Synergy Fund GP, the general partner of the Synergy Fund, may be deemed to have sole dispositive power, and Healy, a managing member of the Synergy Fund GP and a director of the Issuer, may be deemed to have shared dispositive power over the shares owned directly by the Synergy Fund. |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,439,649 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES | ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | 3.8% |
| 14 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 48576A100 | 13D | Page 7 of 15 |
Statement on Schedule 13D
This Amendment No. 2 (“Amendment No. 2”) amends and restates the Statement on Schedule 13D that was initially filed on July 3, 2019 and amended on February 6, 2023 (as amended, the “Original Schedule 13D”). This Amendment No. 2 relates to the beneficial ownership of Common Stock, $0.0001 par value per share (“Common Stock”) of Karuna Therapeutics, Inc., a Delaware corporation (“Issuer”) by Sofinnova Venture Partners X, L.P., a Delaware limited partnership (“SVP X”), Sofinnova Management X, L.P., a Delaware limited partnership (“SM X LP”), Sofinnova Management X-A, L.L.C., a Delaware limited liability company (“SM X LLC”), Dr. James I. Healy (“Healy”), and Dr. Maha Katabi (“Katabi” and collectively with SVP X, SM X LP, SM X LLC, and Healy, the “Reporting Persons”). This Amendment No. 2 is being filed to reflect a pro rata distribution of Common Stock by SVP X.
| ITEM 1. | SECURITY AND ISSUER. |
(a) The class of equity securities to which this statement relates is the Common Stock of the Issuer.
(b) The Issuer’s principal executive offices are located at 99 High Street, 26th Floor, Boston, Massachusetts 02110.
| ITEM 2. | IDENTITY AND BACKGROUND. |
(a) The persons and entities filing this Schedule 13D are SVP X, SM X LP, SM X LLC, Healy, and Katabi. SM X LP, the general partner of SVP X, and SM X LLC, the general partner of SM X LP, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer directly owned by SVP X.
(b) The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, California 94025.
(c) The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP X is to make investments in private and public companies, the principal business of SM X LP is to serve as the general partner of SVP X, and the principal business of SM X LLC is to serve as the general partner of SM X LP. Healy and Katabi are the managing members of SM X LLC. Healy is a member of the board of directors of the Issuer.
(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has 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.
(f) SVP X is a Delaware limited partnership. SM X LP is a Delaware limited partnership. SM X LLC is a Delaware limited liability company. Healy is a U.S. citizen. Katabi is a Canadian citizen.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
In March 2019, SVP X purchased 792,602 shares of Series B Preferred Stock from the Issuer at a purchase price of $15.14 per share, or $12,000,000 in the aggregate. In connection with the closing of the Issuer’s initial public offering of Common Stock (the “Offering”), the Issuer’s Series B Preferred Stock converted into shares of Common Stock on a 1.2987-for-one basis.
On June 27, 2019, Healy was granted a stock option by the Issuer to purchase 32,500 shares of Common Stock at an exercise price of $16.00 per share. The option shall vest in full upon the earlier of (i) June 27, 2020, and (ii) the next annual meeting of the Issuer’s stockholders. Such option will expire on June 27, 2029. Healy exercised such option on August 5, 2022.
| CUSIP NO. 48576A100 | 13D | Page 8 of 15 |
In connection with the closing of the Offering, SVP X purchased 700,000 shares of Common Stock at $16.00 per share, or $11,200,000 in the aggregate. Such purchase occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on June 28, 2019 with the Securities and Exchange Commission (the “Prospectus”).
On November 25, 2019, SVP X purchased 156,250 shares of Common Stock at a price of $96.00 per share, or $15,000,000.00 in the aggregate.
On June 4, 2020, Healy was granted a stock option by the Issuer to purchase 12,500 shares of Common Stock at an exercise price of $97.59 per share. The option shall vest in full upon the earlier of (i) June 4, 2021, and (ii) the 2021 annual meeting of the Issuer’s stockholders. Such option will expire on June 4, 2030.
On September 4, 2020, SVP X purchased 1,670 shares of Common Stock at a weighted average price of $70.12 per share, or $117,100.40 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $69.66 to $70.61, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On September 4, 2020, SVP X purchased 45,317 shares of Common Stock at a weighted average price of $71.30 per share, or $3,231,102.10 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $70.66 to $71.50, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On September 4, 2020, SVP X purchased 6,461 shares of Common Stock at a weighted average price of $72.73 per share, or $469,908.53 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $72.30 to $73.27, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On September 4, 2020, SVP X purchased 8,330 shares of Common Stock at a weighted average price of $73.59 per share, or $613,004.70 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $73.30 to $74.00, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On September 8, 2020, SVP X purchased 504 shares of Common Stock at a price of $73.00 per share, or $36,792.00 in the aggregate.
On September 9, 2020, SVP X purchased 4,557 shares of Common Stock at a weighted average price of $73.75 per share, or $336,078.75 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $73.37 to $74.00, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On June 16, 2021, Healy was granted a stock option by the Issuer to purchase 8,500 shares of Common Stock at an exercise price of $128.01 per share. The option shall vest in full upon the earlier of (i) June 16, 2022, and (ii) the 2022 annual meeting of the Issuer’s stockholders. Such option will expire on June 15, 2031.
| CUSIP NO. 48576A100 | 13D | Page 9 of 15 |
On June 15, 2022, Healy was granted a stock option by the Issuer to purchase 5,000 shares of Common Stock at an exercise price of $102.96 per share. The option shall vest in full upon the earlier of (i) June 15, 2023, and (ii) the 2023 annual meeting of the Issuer’s stockholders. Such option will expire on June 14, 2032.
On June 29, 2022, SVP X purchased 27,777 shares of Common Stock at a weighted average price of $121.99 per share, or $3,388,516.23 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $121.50 to $122.00, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On June 29, 2022, SVP X purchased 4,039 shares of Common Stock at a weighted average price of $122.95 per share, or $496,595.05 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $122.755 to $123.00, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On June 29, 2022, SVP X purchased 6,832 shares of Common Stock at a weighted average price of $124.73 per share, or $852,155.36 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $124.00 to $124.99, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On June 29, 2022, SVP X purchased 9,129 shares of Common Stock at a price of $125.00 per share, or $1,141,125.00 in the aggregate.
On June 30, 2022, SVP X purchased 48,062 shares of Common Stock at a weighted average price of $122.27 per share, or $5,876,540.74 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $122.145 to $122.962, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On June 30, 2022, SVP X purchased 24,161 shares of Common Stock at a weighted average price of $123.39 per share, or $2,981,225.79 in the aggregate, in open market purchases. These shares were acquired in multiple transactions at prices ranging from $123.21 to $123.50, inclusive. SVP X undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in the previous sentence.
On January 12, 2023, SVP X made a pro rata distribution to its partners, without consideration, of 300,000 shares of Common Stock in accordance with its partnership agreement (the “First SVP X Distribution”). On January 12, 2023, the closing price of the Common Stock was $204.36. In connection with the First SVP X Distribution, SM X LP received 6,027 shares of Common Stock. On January 13, 2023, SM X LP disposed of 6,027 shares of Common Stock at $200.75 per share, or $1,246,055.25 in the aggregate.
On June 14, 2023, SVP X made a pro rata distribution to its partners, without consideration, of 400,000 shares of Common Stock in accordance with its partnership agreement (the “Second SVP X Distribution”). On June 14, 2023, the closing price of the Common Stock was $240.22. In connection with the Second SVP X Distribution, SM X LP received 8,025 shares of Common Stock.
Unless noted above, the source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital. Certain purchases by SVP X were made using its working capital funded partially through a line of credit with Silicon Valley Bank in the normal course of business and then paid down from the proceeds from investor capital calls.
Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
| CUSIP NO. 48576A100 | 13D | Page 10 of 15 |
| ITEM 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 37,443,954 shares of Common Stock outstanding as of April 24, 2023, as reported in the Issuer’s Form 10-Q filed on May 4, 2023 with the Securities and Exchange Commission (File No. 001-38958).
(c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days.
(d) Under certain circumstances set forth in the limited partnership agreement of SVP X, the general partner and limited partners of SVP X may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.
(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s Common Stock on June 14, 2023.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
SVP X and Healy have agreed that, without the prior written consent of Goldman Sachs & Co. LLC and Citigroup Global Markets, Inc., on behalf of the Issuer’s underwriters, they will not, subject to limited exceptions, during the period ending 180 days after the date set forth on the final Prospectus offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or with respect to which they have beneficial ownership within the rules and regulations of the Securities and Exchange Commission. Such Lock-Up Agreement is more fully described in the Prospectus and was filed as Annex II to Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863), and such description is incorporated herein by reference.
SVP X is a party to an Amended and Restated Investors’ Rights Agreement among the Issuer, SVP X and other shareholders. Subject to the terms of such Amended and Restated Investors’ Rights Agreement, SVP X can demand that the Issuer file a registration statement or request that its Common Stock be covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances. Such Amended and Restated Investors’ Rights Agreement dated as of March 15, 2019 is more fully described in the Prospectus and was filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863), and such description is incorporated herein by reference.
| CUSIP NO. 48576A100 | 13D | Page 11 of 15 |
Healy, in his capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement with the Issuer. The form of such Indemnification Agreement was filed as Exhibit 10.17 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863), and such description is incorporated herein by reference.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| EXHIBIT A | Agreement of Joint Filing |
| EXHIBIT B | Power of Attorney |
| EXHIBIT C | Form of Lock-Up Agreement described in Item 6, filed as Annex II of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863) is incorporated herein by reference. |
| EXHIBIT D | Amended and Restated Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863) is incorporated herein by reference. |
| EXHIBIT E | Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.17 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863) is incorporated herein by reference. |
| CUSIP NO. 48576A100 | 13D | Page 12 of 15 |
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.
Date: June 20, 2023
| SOFINNOVA VENTURE PARTNERS X, L.P., a Delaware Limited Partnership | ||
| By: | SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership | |
| Its: | General Partner | |
| By: | SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited | |
| Liability Company | ||
| Its: | General Partner | |
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership | ||
| By: | SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited | |
| Liability Company | ||
| Its: | General Partner | |
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| DR. JAMES I. HEALY | ||
| DR. MAHA KATABI | ||
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| CUSIP NO. 48576A100 | 13D | Page 13 of 15 |
EXHIBIT INDEX
| Exhibit | Description | |
| A | Agreement of Joint Filing | |
| B | Power of Attorney | |
| C | Form of Lock-Up Agreement described in Item 6, filed as Annex II of Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863) is incorporated herein by reference. | |
| D | Amended and Restated Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863) is incorporated herein by reference. | |
| E | Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.17 to the Issuer’s Form S-1 Registration Statement (File No. 333-231863) is incorporated herein by reference. |
| CUSIP NO. 48576A100 | 13D | Page 14 of 15 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Karuna Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: June 20, 2023
| SOFINNOVA VENTURE PARTNERS X, L.P., a Delaware Limited Partnership | ||
| By: | SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership | |
| Its: | General Partner | |
| By: | SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited | |
| Liability Company | ||
| Its: | General Partner | |
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| SOFINNOVA MANAGEMENT X, L.P., a Delaware Limited Partnership | ||
| By: | SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited | |
| Liability Company | ||
| Its: | General Partner | |
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| SOFINNOVA MANAGEMENT X-A, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| DR. JAMES I. HEALY | ||
| DR. MAHA KATABI | ||
| By: | /s/ Nathalie Auber | |
| Nathalie Auber | ||
| Attorney-in-Fact | ||
| CUSIP NO. 48576A100 | 13D | Page 15 of 15 |
exhibit B
Power of Attorney
Nathalie Auber has signed this Schedule 13D as Attorney-in-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.