UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| PepGen Inc. | ||
| (Name of Issuer) | ||
| Common stock, $0.0001 par value per share | ||
| (Title of Class of Securities) | ||
| 713317105 | ||
| (CUSIP Number) | ||
| 10 May 2022** | ||
| (Date of Event Which Requires Filing of this Statement) | ||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*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.
** Please note this constitutes a late filing due to a clerical oversight.
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).
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| CUSIP No . | 713317105 | Page 2 of 4 |
| 1 |
NAME OF REPORTING PERSONS
|
Oxford Science Enterprises plc No I.R.S. Identification Number |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o (b) o |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
England, United Kingdom |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER | 4,755,388 |
| 6 | SHARED VOTING POWER | 0 | |
| 7 | SOLE DISPOSITIVE POWER | 4,755,388 | |
| 8 |
SHARED DISPOSITIVE POWER
|
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,755,388 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 14.70%(1) |
| 12 | TYPE OF REPORTING PERSON | CO |
| (1) | Based on the quotient obtained by dividing (a) the aggregate number of common shares of common stock beneficially owned by Oxford Science Enterprises plc by (b) the 32,354,495 total common shares of common stock outstanding as of March 1, 2024, as reported by the Issuer on its Form 10-K filed on March 6, 2024. |
| 2 |
Item 1.
(a) Name of Issuer: PepGen Inc.
(b) Address of Issuer's Principal Executive Offices: 321 Harrison Avenue, Boston, MA 02142
Item 2.
(a) Name of Person Filing: Oxford Science Enterprises plc (the “Reporting Person”)
(b) Address of Principal Business Office or, if none, Residence: 46 Woodstock Road, Oxford OX2 6HT, United Kingdom
(c) Citizenship: England, United Kingdom
(d) Title of Class of Securities: Common stock, $0.0001 par value per share
(e) CUSIP Number: 713317105
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable.
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 4,755,388
(b) Percent of class: 14.70%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 4,755,388
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 4,755,388
(iv) Shared power to dispose or to direct the disposition of: 0
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
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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: April 9, 2024
| Oxford Science Enterprises plc | |||
| By: | /s/ Jim Wilkinson | ||
| Name: Jim Wilkinson | |||
| Title: Chief Financial Officer | |||
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