SEC Form SC 13D/A filed by Theseus Pharmaceuticals Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the securities exchange
act of 1934
(amendment no. 3)*
Theseus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
88369M101
(CUSIP Number)
Kevin Tang
4747 Executive Drive, Suite 210
San Diego, CA 92121
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2024
(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. o
*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. 88369M101
|
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
100
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
100
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
|
| 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 8 Pages |
| CUSIP
No. 88369M101
|
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
100
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
100
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
|
| 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 8 Pages |
| CUSIP
No. 88369M101
|
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
100
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
100
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
|
| 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%
|
| 14 | TYPE OF REPORTING PERSON
IN
|
| Page 4 of 8 Pages |
| CUSIP
No. 88369M101
|
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
100
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
100
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
|
| 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%
|
| 14 | TYPE OF REPORTING PERSON
OO
|
| Page 5 of 8 Pages |
| CUSIP
No. 88369M101
|
| 1 | NAMES OF REPORTING PERSONS
Concentra MERGER SUB II, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING 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%
|
| 14 | TYPE OF REPORTING PERSON
CO
|
| Page 6 of 8 Pages |
Explanatory Note
This Schedule 13D/A (this “Statement”) relates to shares of Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”) of Theseus Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”) and amends the Schedule 13D (the “Original Schedule 13D”) filed on November 24, 2023, as amended on December 27, 2023 and January 11, 2024 (as amended, the “Statement” or “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 January 9, 2024. On February 13, 2024, the Offer expired and Merger Sub accepted for purchase a total of 37,211,244 shares tendered and not withdrawn, representing approximately 83.3% 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 February 14, 2024, 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 the right to receive the Offer Price, with the Issuer surviving as a wholly owned subsidiary of Concentra.
As a result of the tender offer and the Merger, Concentra acquired a total of 44,649,172 shares of Common Stock in exchange for the Offer Price, representing an aggregate purchase price of $180,829,146.60 in cash and 47,682,977 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. 3 are incorporated herein by reference.
(c) is hereby restated in its entirety as follows:
Except as described in this Amendment No. 3, the Reporting Persons have not 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 |
| Page 7 of 8 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: | February 16, 2024 |
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 II, INC.
| By: | /s/ Kevin Tang | |
| Kevin Tang, Chief Executive Officer | ||
Page 8 of 8 Pages