Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IO Biotech, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
449778109
(CUSIP Number)
August 9, 2023**
(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) |
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Rule 13d-1(c)
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Rule 13d-1(d)
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* 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.
** This Amendment No. 2 to Schedule 13G amends Amendment No. 1, filed by the Reporting Person on August 14, 2023, to correct the number and percentage of shares of the Issuer’s Common Stock
reported as beneficially owned.
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).
Continued on following pages
Page 1 of 5 Pages
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CUSIP No. 449778109
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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HBM Healthcare Investments (Cayman) Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands, British West Indies
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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5,523,439 (1)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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5,523,439 (1)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,523,439
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.19%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) See Items 2 and 4
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CUSIP No. 449778109
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Page 3 of 5 Pages
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| Item 1(a). |
Name of Issuer:
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IO Biotech, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Ole Maaløes Vej 3
DK-2200 Copenhagen N
Denmark
| Item 2(a). |
Name of Person Filing:
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HBM Healthcare Investments (Cayman) Ltd. (the “Reporting Person”)
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Governors Square
23 Lime Tree Bay Avenue
PO Box 30852
Grand Cayman, Cayman Islands
| Item 2(c). |
Citizenship:
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Cayman Islands, British West Indies
| Item 2(d). |
Titles of Classes of Securities:
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Common Stock, par value $0.001 per share (“Common Stock”)
| Item 2(e). |
CUSIP Number:
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449778109
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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This Item 3 is not applicable.
| Item 4. |
Ownership:
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| Item 4(a). |
Amount Beneficially Owned:
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As of the date hereof, the Reporting Person may be deemed the beneficial owner of 5,523,439 shares of Common Stock. This amount includes 3,944,492 shares of Common Stock
and 1,578,947 shares of Common Stock the Reporting Person has the right to acquire within sixty (60) days upon exercise of warrants, at an exercise price of $2.47 per share (the “Warrants”), that the Reporting Person purchased in connection
with the private placement that closed on August 9, 2023. The Warrants are subject to a 9.99% beneficial ownership limitation, pursuant to which the Reporting Person shall not have the right to exercise any portion of the Warrants to the
extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 9.99% of the shares of Common Stock outstanding.
| Item 4(b). |
Percent of Class:
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As of the date hereof, the Reporting Person may be deemed the beneficial owner of approximately 8.19% of the shares of Common Stock outstanding.
The percentage set forth herein is calculated based on the sum of (i) 65,880,914 shares of Common Stock outstanding as of August 10, 2023, as reported in the Issuer’s
quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 11, 2023, and (ii) 1,578,947 shares of Common Stock issuable to the Reporting Person upon exercise of the Warrants held by the Reporting Person, which
shares have been added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Person’s beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act.
| Item 4(c). |
Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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5,523,439(1)
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(ii) Shared power to vote or direct the vote:
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0
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(iii) Sole power to dispose or direct the disposition of:
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5,523,439(1)
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(iv) Shared power to dispose or direct the disposition of:
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0
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CUSIP No. 449778109
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Page 4 of 5 Pages
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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This Item 7 is not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group.
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This Item 9 is not applicable.
| Item 10. |
Certification. (if filing pursuant to Rule 13d-1(c))
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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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Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the “Board”). The Board
consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares.
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CUSIP No. 449778109
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Page 5 of 5 Pages
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SIGNATURE
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.
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Dated: August 15, 2023
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HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.
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By:
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/s/ Jean-Marc LeSieur
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Name:
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Jean-Marc LeSieur
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Title:
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Managing Director
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SIGNATURE PAGE TO SCHEDULE 13G (IO BIOTECH, INC.)