SEC Form SC 13D/A filed by SOPHiA GENETICS SA (Amendment)

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CUSIP No.	H82027105
1	Names of Reporting Persons
	aMoon Growth Fund Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☑
	(b)☐
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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			0
		8	Shared Voting Power
			4,740,664
		9	Sole Dispositive Power
			0
		10	Shared Dispositive Power
			4,740,664
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	4,740,664
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	☐
13	Percent of Class Represented by Amount in Row (11)
	7.38% (1)
14	Type of Reporting Person (See Instructions)
	PN

(1)	Based on 64,235,364 Ordinary Shares issued and outstanding as of February 15, 2023 (excluding treasury shares), as reported in the Issuer’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Committee on March 7, 2023.

 

 

 

 

 

The undersigned, aMoon Growth Fund Limited Partnership, a Cayman Islands exempted limited partnership (“aMoon Growth”), aMoon Growth Fund G.P. Limited Partnership, an Israeli limited partnership (“aMoon Growth G.P.”), aMoon General Partner Ltd., an Israeli company (“aMoon Ltd.”), aMoon Edge Limited Partnership, a Cayman Islands exempted limited partnership (“aMoon Edge”), aMoon Edge GP Ltd., a Cayman Islands company (“aMoon Edge Ltd.”), Hilliyon Holdings Ltd., an Israeli company (“Hilliyon”), Berko Capital Ltd., an Israeli company (“Berko Capital”), Dr. Yair C. Schindel (“Schindel”) and Dr. Tomer Berkovitz (“Berkovitz”) (collectively, the “Reporting Persons”), hereby file this Amendment No. 1 to Schedule 13D (the “Amendment”), which amends the Schedule 13D originally filed on January 9, 2023 by the Reporting Persons with the Securities and Exchange Commission (the “SEC”), with respect to the Ordinary Shares, par value CHF 0.05 per share (the “Ordinary Shares”), of SOPHiA GENETICS SA, a Swiss company (the “Issuer”).  The Amendment amends and supplements Items 3 and 5 of the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

 

On May 17, 2023, aMoon Growth purchased an aggregate of 1,044,865 Ordinary Shares at a price per share of $4.20, or an aggregate purchase price of $4,388,433, and aMoon Edge purchased an aggregate of 47,619 Ordinary Shares at a price per share of $4.20, or an aggregate purchase price of $200,000. The purchases of the Ordinary Shares were effected in transactions with market makers. The source of funding for the purchases of the Ordinary Shares was the capital of aMoon Growth and aMoon Edge.

Item 5.  Interest in Securities of the Issuer

As of the date of this Schedule 13D, (i) aMoon Growth holds 4,740,664 Ordinary Shares, constituting approximately 7.38% of the issued and outstanding Ordinary Shares, and (ii) aMoon Edge holds 192,541 Ordinary Shares, constituting approximately 0.30% of the issued and outstanding Ordinary Shares (excluding treasury shares).

aMoon Growth G.P. is the sole general partner of aMoon Growth pursuant to the terms of the limited partnership agreement of aMoon Growth.  aMoon Ltd. is the sole general partner of aMoon Growth G.P, pursuant to the terms of the limited liability company agreement of aMoon G.P. Schindel is the sole shareholder of aMoon Ltd.

aMoon Edge Ltd. is the sole general partner of aMoon Edge pursuant to the terms of the limited partnership agreement of aMoon Edge.  Hilliyon and Berko Capital are the sole shareholders of aMoon Edge Ltd., Schindel is the sole shareholder of Hilliyon and Berkovitz is the sole shareholder of Berko Capital.

By virtue of such relationships, (i) aMoon Growth G.P. and aMoon Ltd. may be deemed to have shared voting and investment power with respect to the 4,740,664 Ordinary Shares held by aMoon Growth, constituting approximately 7.38% of the issued and outstanding Ordinary Shares (excluding treasury shares); (ii) aMoon Edge Ltd., Hilliyon, Berko Capital and Berkovitz may be deemed to have shared voting and investment power with respect to the 192,541 Ordinary Shares held by aMoon Edge, constituting approximately 0.30% of the issued and outstanding Ordinary Shares (excluding treasury shares); and (iii) Schindel may be deemed to have shared voting and investment power with respect to the 4,933,205 Ordinary Shares held by aMoon Growth and aMoon Edge, constituting approximately 7.68% of the issued and outstanding Ordinary Shares (excluding treasury shares).

As the sole shareholder of aMoon Ltd., Schindel exercises investment and voting power of aMoon Growth G.P., and as the sole shareholder of Hilliyon, which in turn is one of the shareholders of aMoon Edge Ltd., Schindel exercises investment and voting power of aMoon Edge Ltd.  Schindel disclaims beneficial ownership of the Ordinary Shares held by aMoon Growth and aMoon Edge, except to the extent of his pecuniary interest therein, if any.

As the sole shareholder of Berko Capital, which in turn is one of the shareholders of aMoon Edge Ltd., Berkovitz exercises investment and voting power of aMoon Edge Ltd.  Berkovitz disclaims beneficial ownership of the Ordinary Shares held by aMoon Edge, except to the extent of his pecuniary interest therein, if any.

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.

By:	/s/ Dr. Yair C. Schindel
	Name:	Dr. Yair C. Schindel
	Title:	Director

By:	/s/ Dr. Yair C. Schindel
	Name:	Dr. Yair C. Schindel
	Title:	Director

By:	/s/ Dr. Yair C. Schindel
	Name:	Dr. Yair C. Schindel
	Title:	Director

By:	/s/ Dr. Yair C. Schindel
	Name:	Dr. Yair C. Schindel
	Title:	Director

By:	/s/ Dr. Yair C. Schindel
	Name:	Dr. Yair C. Schindel
	Title:	Director