SEC Form SC 13G filed by TC BioPharm (Holdings) plc
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
I. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. _)*
| TC BIOPHARM (HOLDINGS) PLC |
|
(Name of Issuer)
|
| Ordinary Shares, £0.01 par value |
|
(Title of Class of Securities)
|
| 87807D103 |
|
(CUSIP Number)
|
| February 11, 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:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | 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 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).
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alta Partners |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
2,925,164 Shares |
| 6 |
SHARED VOTING POWER
0 Shares | |
| 7 |
SOLE DISPOSITIVE POWER
2,925,164 Shares | |
| 8 |
SHARED DISPOSITIVE POWER
0 Shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,925,164 Shares |
|
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7% |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
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| Item 1(a). | Name of Issuer: |
TC Biopharm (Holdings) PLC
| Item 1(b.) | Address of Issuer’s Principal Executive Offices: |
Maxim 1, 2 Parklands Way, Holytown, Motherwell, ML1 4WR, Scotland, United Kingdom
| Item 2(a). | Name of Person Filing: |
This Statement is filed by Alta Partners, LLC, which is referred to herein as the “Reporting Person.”
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Persons is:
954 Avenida Ponce de Leon, Suite 207, San Juan PR 00907.
| Item 2(c). | Citizenship: |
New York
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, £0.01 par value
| Item 2(e). | CUSIP Number: |
87807D103
| Item 3. | If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ | A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
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| Item 4. | Ownership. |
(a) Amount Beneficially Owned: 2,925,164 shares of Common Stock.
This amount includes (i) 956,382 ordinary shares of the Issuer that may be issued upon exercise of currently exercisable warrants and (ii) 352,940 ordinary shares and 705,882 warrants of the Issuer that may be issued upon conversion of convertible debt of the Issuer held by the Reporting Person.
(b) Percent of Class: 9.7% based on 28,058,398 ordinary shares of the Issuer outstanding.
(c) Number of shares as to which the person has
(i) Sole power to vote or direct the vote: 2,925,164
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 2,925,164
(iv) Shared power to dispose or direct the disposition: 0
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
None.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
None.
| Item 8. | Identification and Classification of Members of the Group. |
None.
| Item 9. | Notice of Dissolution of Group. |
None.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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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.
Dated: March 17, 2022
| ALTA PARTNERS LLC | |||
| By: | /s/ Steven Cohen | ||
| Name: | Steven Cohen | ||
| Title: | Managing Member | ||
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