Amended Statement of Beneficial Ownership (sc 13d/a)
25 June 2022 - 06:16AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 2)* |
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Adagio
Therapeutics, Inc. |
(Name of Issuer) |
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Common
Stock, $0.0001 par value |
(Title of Class of Securities) |
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00534A102 |
(CUSIP Number) |
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M28 Capital Management LP |
700 Canal Street, 2nd Floor |
Stamford, CT 06902 |
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Eleazer Klein, Esq. |
Adriana Schwartz, Esq. |
Schulte Roth & Zabel LLP |
919 Third Avenue |
New York, NY 10022 |
(212)
756-2000 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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June
22, 2022 |
(Date of Event Which Requires Filing of This Statement) |
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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
Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 5 Pages)
______________________________
* 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 on 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. 00534A102 | SCHEDULE 13D/A | Page 2 of 5 Pages |
1 |
NAME OF REPORTING PERSON
M28 Capital Management LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
6,398,250 |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
6,398,250 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,398,250 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.78% |
14 |
TYPE OF REPORTING PERSON
IA |
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CUSIP No. 00534A102 | SCHEDULE 13D/A | Page 3 of 5 Pages |
1 |
NAME OF REPORTING PERSON
Marc Elia |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
6,398,250 |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
6,398,250 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,398,250 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.78% |
14 |
TYPE OF REPORTING PERSON
IN |
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CUSIP No. 00534A102 | SCHEDULE 13D/A | Page 4 of 5 Pages |
Item 1. |
SECURITY AND ISSUER |
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The following constitutes Amendment No. 2 (this "Amendment No. 2") to the Schedule 13D filed by the undersigned on April 1, 2022 with respect the shares of Common Stock of the Issuer (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on April 26, 2022 ("Amendment No. 1," together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4, 5(a) and 6 as set forth below. |
Item 4. |
PURPOSE OF TRANSACTION |
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows: |
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On June 22, 2022, the Nominees
(i.e., Dr. Clive A. Meanwell, Mr. Marc Elia and Ms. Tamsin Berry), were elected to the Issuer’s Board at the 2022 Annual Meeting. |
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: |
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(a) |
As a result of the completion of the 2022 Annual Meeting, the obligations of the Reporting Persons and the Shareholder Group under the previously disclosed voting agreements, memorialized via email on March 28, 2022 and April 25, 2022, have been satisfied, and the Reporting Persons have therefore ceased to be part of any “group” (within the meaning of Section 13(d)(3) of the Act) with the other members of the Shareholder Group. |
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
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Item 6 of the Schedule 13D is hereby amended and supplemented as follows: |
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The information set forth in Item 5(a) of this Amendment No. 2 is incorporated herein by reference. |
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CUSIP No. 00534A102 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 24, 2022
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M28 Capital Management LP |
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By: |
M28 Capital Management, GP LLC, its general partner |
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/s/ Marc Elia |
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Name: Marc Elia |
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Title: Managing Member |
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