UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
(Rule 13d-101)
Information
to be included in statements filed pursuant
to §
240.13d-1(a) and amendments thereto filed
pursuant
to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
Atara Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
046513107
(CUSIP Number)
Gregory A. Ciongoli
Adiumentum Capital Fund I LP
c/o Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
with a copy to
Richard M. Brand
Erica L. Hogan
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 3, 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. ¨
| * | 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).
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1. |
Names of Reporting Persons
Adiumentum Capital Fund I LP |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source of Funds (See Instructions)
OO |
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5. |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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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
1,134,322(1) |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
1,134,322(1) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,322(1) |
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12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row (11)
19.99%(2) |
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14. |
Type of Reporting Person (See Instructions)
IA |
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(1) Adiumentum Capital Fund I LP’s
beneficial ownership of the reported securities is comprised of 1,133,823 shares of Common Stock (as defined below) and 499
Pre-Funded Warrants (as defined below) which may be exercised as of the date hereof without exceeding the Beneficial Ownership
Limitation (as defined below). The reported securities may also be deemed beneficially owned by Adiumentum Capital Fund I GP LLC and
Gregory A. Ciongoli, each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his
pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Adiumentum Capital Fund I
LP may also be deemed to beneficially own 150,193 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants.
Pursuant to the terms of the Pre-Funded Warrants, the Issuer may not effect any exercise of any Pre-Funded Warrant, and a holder of
a Pre-Funded Warrant does not have the right to exercise any portion of the Pre-Funded Warrant held by such holder, to the extent
that, after giving effect to the attempted exercise set forth in a notice of exercise, such holder, together with such
holder’s affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such
holder’s for the purposes of Section 13(d) of the Act, and the applicable regulations of the U.S. Securities and Exchange
Commission (the “SEC”), including any “group” of which such holder is a member, would beneficially own a
number of shares of Common Stock in excess of the Beneficial Ownership Limitation (the “Beneficial Ownership Blocker”).
The “Beneficial Ownership Limitation” is 19.99% of the shares of Common Stock then issued and outstanding, which
percentage may be changed at a holder’s election upon 61 days’ notice to the Issuer. The 1,133,823 shares of Common
Stock and 499 Pre-Funded Warrants reported as beneficially owned by Adiumentum Capital Fund I LP in this Schedule 13D represents
19.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2) below).
(2) All percentage calculations set forth
herein are based upon the aggregate of 4,915,049 shares of Common Stock (as defined below) outstanding as of August 6, 2024, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (as adjusted to account
for the one-for-twenty-five reverse stock split of the Issuer, effective as of June 20, 2024, as reported by the Issuer in its
Quarterly Report on Form 10-Q filed on August 12, 2024 (the “Reverse Stock Split”)), and 758,900 shares
of Common Stock and 499 Pre-Funded Warrants issued to Adiumentum Capital Fund I LP in the Registered Offering (as defined
below).
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1. |
Names of Reporting Persons
Adiumentum Capital Fund I GP LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source of Funds (See Instructions)
OO |
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5. |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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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
1,134,322(1) |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
1,134,322(1) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,322(1) |
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12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| |
13. |
Percent of Class Represented by Amount in Row (11)
19.99%(2) |
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14. |
Type of Reporting Person (See Instructions)
IA |
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(1) Adiumentum Capital Fund I GP LLC’s
beneficial ownership of the reported securities is comprised of 1,133,823 shares of Common Stock and 499 Pre-Funded Warrants which
may be exercised as of the date hereof without exceeding the Beneficial Ownership Limitation. The reported securities may also be
deemed beneficially owned by Adiumentum Capital Fund I LP and Gregory A. Ciongoli, each of which or whom disclaim beneficial
ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial
Ownership Blocker, Adiumentum Capital Fund I GP LLC may also be deemed to beneficially own 150,193 shares of Common Stock issuable
upon exercise of certain Pre-Funded Warrants. Pursuant to the terms of the Pre-Funded Warrants, the Issuer may not effect any
exercise of any Pre-Funded Warrant, and a holder of a Pre-Funded Warrant does not have the right to exercise any portion of the
Pre-Funded Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 1,133,823 shares of Common Stock and 499
Pre-Funded Warrants reported as beneficially owned by Adiumentum Capital Fund I GP LLC in this Schedule 13D represents 19.99% of the
outstanding shares of Common Stock (calculated in accordance with footnote (2) below).
(2) All percentage calculations set forth
herein are based upon the aggregate of 4,915,049 shares of Common Stock outstanding as of August 6, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (as adjusted to account for the Reverse
Stock Split), and 758,900 shares of Common Stock and 499 Pre-Funded Warrants issued to Adiumentum Capital Fund I LP issued in the
Registered Offering.
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1. |
Names of Reporting Persons
Gregory A. Ciongoli |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
x |
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(b) |
¨ |
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3. |
SEC
Use Only |
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4. |
Source of Funds (See Instructions)
OO |
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5. |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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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
1,134,322(1) |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
1,134,322(1) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,322(1) |
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12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
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13. |
Percent of Class Represented by Amount in Row (11)
19.98%(2) |
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14. |
Type of Reporting Person (See Instructions)
IN |
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(1) Mr. Ciongoli’s beneficial
ownership of the reported securities is comprised of 1,133,823 shares of Common Stock and 499 Pre-Funded Warrants which may be
exercised as of the date hereof without exceeding the Beneficial Ownership Limitation. The reported securities may also be deemed
beneficially owned by Adiumentum Capital Fund I LP and Adiumentum Capital Fund I GP LLC, each of which disclaim beneficial ownership
of these shares, except to the extent of its pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker,
Mr. Ciongoli may also be deemed to beneficially own 150,193 shares of Common Stock issuable upon exercise of certain Pre-Funded
Warrants. Pursuant to the terms of the Pre-Funded Warrants, the Issuer may not effect any exercise of any Pre-Funded Warrant, and a
holder of a Pre-Funded Warrant does not have the right to exercise any portion of the Pre-Funded Warrant held by such holder, if the
Beneficial Ownership Blocker applies. The 1,133,823 shares of Common Stock and 499 Pre-Funded Warrants reported as beneficially
owned by Mr. Ciongoli in this Schedule 13D represents 19.99% of the outstanding shares of Common Stock (calculated in accordance
with footnote (2) below).
(2) All percentage calculations set forth
herein are based upon the aggregate of 4,915,049 shares of Common Stock outstanding as of August 6, 2024, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (as adjusted to account for the Reverse
Stock Split), and 758,900 shares of Common Stock and 499 Pre-Funded Warrants issued to Adiumentum Capital Fund I LP in the
Registered Offering.
This Amendment No. 1 to
Schedule 13D (this “Amendment No. 1”) relates to the Schedule 13D filed with the SEC on May 22, 2024 (the
“Initial 13D” and, as amended and supplemented through the date of this Amendment No. 1, collectively, the “Schedule
13D”) by the Reporting Persons, relating to the common stock, par value $0.0001 per share (the “Common Stock”),
of Atara Biotherapeutics, Inc., a Delaware corporation (the “Issuer”). Except to the extent set forth in this
Amendment No. 1, all information disclosed in the Initial 13D remains unchanged. Capitalized terms used but not otherwise defined
in this Amendment No. 1 have the meaning ascribed to them in the Initial 13D.
Percentage beneficial
ownership reported herein is based on 4,915,049 shares of Common Stock outstanding as of August 6, 2024, as reported on the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (as adjusted to account for the Reverse
Stock Split), and 758,900 shares of Common Stock and 499 Pre-Funded Warrants issued to Adiumentum Capital Fund I LP in the
Registered Offering.
This Amendment No. 1 amends
Items 3, 4, 5, 6 and 7 as set forth below:
| Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Initial 13D is
hereby amended and restated in its entirety as follows:
The Responses to Item 4, 5 and
6 of this Schedule 13D are incorporated herein by reference.
The investment costs
(including commissions, if any) of the Common Stock and the Pre-Funded Warrants directly owned by Adiumentum is approximately
$13,796,448.29. The source of funding for such transactions was derived from the capital of Adiumentum.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Initial 13D is
hereby amended and supplemented to add the following information:
On September 3, 2024, the
Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers including Adiumentum
(the “Purchasers”), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a registered direct
offering (the “Registered Offering”) an aggregate of (i) 758,900 shares (the “Shares”) of the
Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants (each,
a “Pre-Funded Warrant”, and together, the “Pre-Funded Warrants”) to purchase up to 3,604,780 shares
of Common Stock, at a purchase price of $8.25 per share of Common Stock and $8.2499 per share of Common Stock issuable upon exercise of
the Pre-Funded Warrants. The exercise price of each Pre-Funded Warrant is equal to $0.0001 per share, subject to adjustment as provided
therein, and the Pre-Funded Warrants will be exercisable immediately and have no expiration date. The Pre-Funded Warrants may be exercised
by means of cash or the holder may elect to receive upon such exercise the net number of shares of Common Stock determined according to
a formula set forth in the Pre-Funded Warrants.
The aggregate gross proceeds
to the Issuer from the Registered Offering are expected to be approximately $36.0 million, before deducting estimated offering expenses
payable by the Issuer. Adiumentum is purchasing 758,900 shares of Common Stock and Pre-Funded Warrants to purchase up to 150,193 shares
of Common Stock in the Registered Offering at an aggregate purchase price of $7.5 million. The Registered Offering is being made pursuant
to an effective shelf registration statement on Form S-3 (File No. 333-275256) that was filed with the SEC on November 1,
2023 and declared effective by the SEC on November 13, 2023 and prospectus supplement to be filed with the SEC. The Registered Offering
closed on September 5, 2024 (the “Closing Date”), subject to the satisfaction or waiver of customary
closing conditions, including the appointment of Mr. Gregory A. Ciongoli to the Board of Directors of the Issuer (the “Board”).
The Board appointed, effective as of and contingent upon the Closing Date, Mr. Ciongoli to serve as a
member of the Board.
Pursuant to the Purchase Agreement,
the Issuer has agreed to certain restrictions on the issuance and sale of shares of the Issuer’s securities for a period of 30 days
following the Closing Date, subject to certain exceptions.
The Purchase Agreement contains
customary representations, warranties, covenants and agreements by the Issuer, customary conditions to closing, indemnification obligations,
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and
may be subject to limitations agreed upon by the contracting parties. The foregoing is only a summary of the terms of the Purchase Agreement
and the Pre-Funded Warrants issued under the Purchase Agreement, and does not purport to be complete and is qualified in its entirety
by reference to the full text of (i) the form of Purchase Agreement, a copy of which is filed as Exhibit 99.3 hereto
and (ii) the form of Pre-Funded Warrant, a copy of which is filed as Exhibit 99.4 hereto.
| Item 5. |
Interest in Securities of the Issuer. |
Items 5(a), (b) and (c) of
the Initial 13D are hereby amended and restated in their entirety to read as follows:
(a),
(b) The Reporting Persons each beneficially owns an aggregate of 1,133,823 shares of
Common Stock (the “Subject Shares”). The Subject Shares represent approximately 19.98% of the outstanding shares
of Common Stock, based on 4,915,049 shares of Common Stock outstanding as of August 6, 2024, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024 (as adjusted to account for the Reverse Stock Split),
and 758,900 shares of Common Stock and 499 Pre-Funded Warrants issued to Adiumentum Capital Fund I LP issued in the Registered
Offering.
Adiumentum may be deemed to
have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject
Shares. Adiumentum GP, as the general partner of Adiumentum may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) all the Subject Shares. Mr. Ciongoli, as the managing partner of Adiumentum,
and as the managing member of Adiumentum GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power
to dispose or direct the disposition of) all the Subject Shares.
(c) Other than as
disclosed in Item 4 of this Amendment No.1, no reportable transactions were effected by any Reporting Person during the past sixty
days.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Initial 13D is
hereby amended and supplemented to add the following information:
On September 3, 2024, Adiumentum
and the Issuer entered into the Purchase Agreement and the Issuer issued Pre-Funded Warrants to Adiumentum, each of which are described
in Item 4 above and forms of each of which are filed as Exhibit 99.3 and Exhibit 99.4, respectively, to this Amendment
No. 1. Item 4 to this Amendment No. 1 is incorporated herein by reference.
| Item 7. |
Material to be Filed as Exhibits. |
Item 7 of the Initial 13D is
hereby amended and supplemented to add the following exhibits:
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
| Date: September 5, 2024 |
ADIUMENTUM CAPITAL FUND I LP |
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|
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By: |
Adiumentum Capital Fund I GP LLC, its general partner |
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By: |
/s/ Gregory A. Ciongoli |
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Name: Gregory A. Ciongoli |
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Title: Managing Member |
| Date: September 5, 2024 |
ADIUMENTUM CAPITAL FUND I GP LLC |
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|
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By: |
/s/ Gregory A. Ciongoli |
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Name: Gregory A. Ciongoli |
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Title: Managing Member |
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|
| Date: September 5, 2024 |
GREGORY A. CIONGOLI |
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|
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By: |
/s/ Gregory A. Ciongoli |
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|
Gregory A. Ciongoli |
Index
to Exhibits
*Previously filed.
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