SEC Form SC 13D/A filed by MoonLake Immunotherapeutics (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

MoonLake Immunotherapeutics

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

61559X104

(CUSIP Number)

JAMES KRATKY

BVF Partners L.P.

44 Montgomery St., 40th Floor

San Francisco, California 94104

(415) 525-8890

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 27, 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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

¹       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.

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).

Explanatory Note: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein and is being filed to report, among other things, a change in the percentage of the outstanding number of Shares owned by the Reporting Persons solely due to an increase in the number of Shares outstanding.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)     The aggregate percentage of Shares reported owned by each person named herein is based on 60,701,111 Shares outstanding, which is the total number of Shares outstanding following the closing of the Issuer’s public offering as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 29, 2023.

As of the date hereof, (i) BVF beneficially owned 11,265,678 Shares, representing percentage ownership of approximately 18.6% of the Shares outstanding, (ii) BVF2 beneficially owned 9,005,700 Shares, representing percentage ownership of approximately 14.8% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 1,420,317 Shares, representing percentage ownership of approximately 2.3% of the Shares outstanding, and (iv) 59,589 Shares were held in the Partners Managed Account, representing percentage ownership of less than 1% of the Shares outstanding.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 11,265,678 Shares beneficially owned by BVF, representing percentage ownership of approximately 18.6% of the Shares outstanding.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 9,005,700 Shares beneficially owned by BVF2, representing percentage ownership of approximately 14.8% of the Shares outstanding.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 1,420,317 Shares beneficially owned by Trading Fund OS, representing percentage ownership of approximately 2.3% of the Shares outstanding.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 20,271,378 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 33.4% of the Shares outstanding.

Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Account and the sole member of Partners OS, may be deemed to beneficially own the 21,751,284 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, representing percentage ownership of approximately 35.8% of the Shares outstanding.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 21,751,284 Shares beneficially owned by Partners, representing percentage ownership of approximately 35.8% of the Shares outstanding.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 21,751,284 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 35.8% of the Shares outstanding.

As of the date hereof, Mr. Loy does not beneficially own any Shares of the Issuer.

(c)       None of the Reporting Persons have entered into any transactions in the Shares during the past sixty days.

Item 6 is hereby amended to add the following:

In connection with the Issuer’s public offering of 8,000,000 Shares, the Reporting Persons agreed not to sell or transfer any Shares or securities convertible into or exchangeable or exercisable for Shares, for 60 days without first obtaining the written consent of SVB Securities LLC and Guggenheim Securities LLC on behalf of the underwriters in the Issuer’s public offering. Specifically, the Reporting Persons agreed, with certain limited exceptions, not to directly or indirectly: (i) offer, pledge, sell or contract to sell any Shares; (ii) sell any option or contract to purchase any Shares; (iii) purchase any option or contract to sell any Shares; (iv) grant any option, right or warrant for the sale of any Shares; (v) otherwise dispose of or transfer any Shares; (vi) request or demand that the Issuer file a registration statement related to the Shares; or (vii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of any Shares, whether any such swap, agreement or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. The foregoing lock-up restrictions apply to Shares and to securities convertible into or exchangeable or exercisable for Shares. They also apply to Shares owned now or acquired later, for which the Reporting Persons acquire the power of disposition.

On June 8, 2023, Mr. Loy was granted stock options in connection with his service as a director of the Issuer that represent a right to purchase 11,297 Shares. The options (a) will vest in full on the earlier of (i) June 8, 2024 and (ii) the date of the Issuer's next annual general meeting of shareholders, subject to Mr. Loy’s continued service to the Issuer, (b) have an exercise price of $29.18 per Share and (c) expire on June 8, 2033.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2023