SEC Form SC 13G/A filed by Silverback Therapeutics Inc. (Amendment)
$SBTX
Specialty Chemicals
Consumer Discretionary
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ARS Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
82835W 10 8
(CUSIP Number)
December 31, 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) |
| x | 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.
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. 82835W 10 8 | |||||
| 1. | Names of Reporting Persons Nextech VI Oncology SCSp | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Luxembourg | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 1,910,029 shares | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 1,910,029 shares | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,910,029 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.0% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) PN | ||||
| (1) | This Schedule 13G is filed by Nextech VI Oncology SCSp (“Nextech VI LP”), Nextech VI GP S.à. r.l. (“Nextech VI GP”), Rocco Sgobbo (“Sgobbo”), Dalia Bleyer (“Bleyer”) and Ian Charoub (“Charoub” and together with Nextech VI LP, Nextech VI GP, Sgobbo and Bleyer, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 93,770,165 shares of Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2022. |
| CUSIP No. 82835W 10 8 | |||||
| 1. | Names of Reporting Persons Nextech VI GP S.à r.l. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Luxembourg | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 1,910,029 shares | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 1,910,029 shares | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,910,029 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.0% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 93,770,165 shares of Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2022. |
| CUSIP No. 82835W 10 8 | |||||
| 1. | Names of Reporting Persons Rocco Sgobbo | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Switzerland | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,910,029 shares | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,910,029 shares | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,910,029 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.0% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 93,770,165 shares of Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2022. |
| CUSIP No. 82835W 10 8 | |||||
| 1. | Names of Reporting Persons Dalia Bleyer | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Lithuania | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,910,029 shares | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,910,029 shares | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,910,029 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.0% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 93,770,165 shares of Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2022. |
| CUSIP No. 82835W 10 8 | |||||
| 1. | Names of Reporting Persons Ian Charoub | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Sweden | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 1,910,029 shares | ||||
| 7. | Sole Dispositive Power 0 | ||||
| 8. | Shared Dispositive Power 1,910,029 shares | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,910,029 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 2.0% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 93,770,165 shares of Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2022. |
| Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of ARS Pharmaceuticals, Inc. f/k/a Silverback Therapeutics, Inc.(the “Issuer”). | |||
| Item 1. | |||
| (a) |
Name of Issuer:
ARS Pharmaceuticals, Inc. | ||
| (b) |
Address of Issuer’s Principal Executive Offices:
11682 El Camino Real, Suite 120 San Diego, California 92130 | ||
| Item 2. | |||
| (a) |
Name of Reporting Persons Filing:
Nextech VI Oncology SCSp (“Nextech VI LP”) Nextech VI GP S.à r.l. (“Nextech VI GP”) Rocco Sgobbo (“Sgobbo”) Dalia Bleyer (“Bleyer”) Ian Charoub (“Charoub”) | ||
| (b) |
Address of Principal Business Office or, if none, Residence:
8 rue Lou Hemmer L-1748 Luxembourg-Findel Grand-Duché de Luxembourg | ||
| (c) |
Citizenship
| ||
| Name | Citizenship or Place of Organization | ||
| Nextech VI LP | Luxembourg | ||
| Nextech VI GP | Luxembourg | ||
| Sgobbo | Switzerland | ||
| Bleyer | Lithuania | ||
| Charoub | Sweden | ||
| (d) |
Title of Class of Securities:
Common Stock, par value $0.0001 per share | ||
| (e) |
CUSIP Number:
82835W 10 8 | ||
| 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 | |||
| Item 4. | Ownership |
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.
| Reporting Persons | Shares of Common Stock Held Directly | Sole Voting Power | Shared Voting Power (1) | Sole Dispositive Power | Shared Dispositive Power (1) | Beneficial Ownership | Percentage of Class (1) (2) | |||||||||||||||||||||
| Nextech VI LP | 1,910,029 | 1,910,029 | 0 | 1,910,029 | 0 | 1,910,029 | 2.0 | % | ||||||||||||||||||||
| Nextech VI GP (1) | 0 | 1,910,029 | 0 | 1,910,029 | 0 | 1,910,029 | 2.0 | % | ||||||||||||||||||||
| Sgobbo (1) | 0 | 0 | 1,910,029 | 0 | 1,910,029 | 1,910,029 | 2.0 | % | ||||||||||||||||||||
| Bleyer (1) | 0 | 0 | 1,910,029 | 0 | 1,910,029 | 1,910,029 | 2.0 | % | ||||||||||||||||||||
| Charoub (1) | 0 | 0 | 1,910,029 | 0 | 1,910,029 | 1,910,029 | 2.0 | % | ||||||||||||||||||||
| (1) | The shares are held by Nextech VI LP. Nextech VI GP serves as the sole general partner of Nextech VI LP and has sole voting and investment control over the shares owned by Nextech VI LP and may be deemed to own beneficially the shares held by Nextech VI LP. Nextech VI GP owns no securities of the Issuer directly. Sgobbo, Bleyer and Charoub are members of the board of managers of Nextech VI GP and share voting and dispositive power over the shares held by Nextech VI LP, and may be deemed to own beneficially the shares held by Nextech VI LP. The managing members own no securities of the Issuer directly. |
| (2) | The percent of class was calculated based on 93,770,165 shares of Common Stock outstanding as of November 8, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2022. |
| 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 |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| 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 | |
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: February 14, 2023
| Nextech VI Oncology SCSp | ||
| By: | Nextech VI GP S.à r.l. | |
| its | General Partner | |
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer, Managing Member | ||
| By: | /s/ Rocco Sgobbo | |
| Rocco Sgobbo, Managing Member | ||
| Nextech VI GP S.à r.l. | ||
| By: | /s/ Dalia Bleyer | |
| Dalia Bleyer, Managing Member | ||
| By: | /s/ Rocco Sgobbo | |
| Rocco Sgobbo, Managing Member | ||
| /s/ Rocco Sgobbo | ||
| Rocco Sgobbo | ||
| /s/ Dalia Bleyer | ||
| Dalia Bleyer | ||
| /s/ Ian Charoub | ||
| Ian Charoub | ||