Sec Form 13D Filing - Versant Venture Capital VI L.P. filing for Monte Rosa Therapeutics Inc. (GLUE) - 2021-07-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERE TO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No.     )*

 

 

Monte Rosa Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

61225M102

(CUSIP Number)

Versant Venture Capital VI, L.P.

Robin L. Praeger

One Sansome Street, Suite 3630

San Francisco, CA 94104

415-801-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2021

(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.

 

 

 

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CUSIP No. 61225M102		13D

 

1.		Name of Reporting Persons     Versant Venture Capital VI, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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     6,799,115 shares of common stock(1)
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     6,799,115 shares of common stock(1)
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,799,115 shares of common stock (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row 11     15.3% (2)
14.		Type of Reporting Person (See Instructions)     PN

 

(1)

These shares are held by Versant VI (as defined in Item 2(a) below). Versant Ventures VI GP-GP (as defined in Item 2(a) below) is the general partner of Versant Ventures VI GP (as defined in Item 2(a) below), which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting and dispositive power with respect to the shares held by Versant VI.

(2)

Based upon 44,490,215 shares of the Issuer’s Common Stock outstanding after the Issuer’s initial public offering, assuming no exercise of the underwriters’ over-allotment option, as reported in the Issuer’s prospectus on Form 424(b)(4) and filed with the Securities and Exchange Commission (“Commission”) on June 25, 2021 (the “Prospectus”).

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CUSIP No. 61225M102		13D

 

1.		Name of Reporting Persons     Versant Ventures VI GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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     6,799,115 shares of common stock (1)
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     6,799,115 shares of common stock (1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,799,115 shares of common stock (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row 11     15.3% (2)
14.		Type of Reporting Person (See Instructions)     PN

 

(1)

These shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting and dispositive power with respect to the shares held by Versant VI.

(2)	Based upon 44,490,215 shares of the Issuer’s Common Stock outstanding after the Issuer’s initial public offering, assuming no exercise of the underwriters’ over-allotment option, as reported in the Prospectus.

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CUSIP No. 61225M102		13D

 

1.		Name of Reporting Persons     Versant Ventures VI GP-GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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     6,799,115 shares of common stock (1)
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     6,799,115 shares of common stock (1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 6,799,115 shares of common stock (1)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

13.

Percent of Class Represented by Amount in Row 11 15.3% (2)

14.

Type of Reporting Person (See Instructions) OO

 

(1)

These shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting and dispositive power with respect to the shares held by Versant VI.

(2)	Based upon 44,490,215 shares of the Issuer’s Common Stock outstanding after the Issuer’s initial public offering, assuming no exercise of the underwriters’ over-allotment option, as reported in the Prospectus.

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CUSIP No. 61225M102		13D

 

1.		Name of Reporting Persons     Versant Vantage I, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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     2,097,938 shares of common stock(1)
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     2,097,938 shares of common stock(1)
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     2,097,938 shares of common stock (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row 11     4.7% (2)
14.		Type of Reporting Person (See Instructions)     PN

 

(1)

These shares are held by Versant Vantage I (as defined in item 2(a) below). Versant Vantage I GP (as defined in item 2(a) below) is the general partner of Versant Vantage I, and Versant Vantage I GP-GP (as defined in item 2(a) below) is the general partner of Versant Vantage I GP. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting and dispositive power over the shares held by Versant Vantage I.

(2)	Based upon 44,490,215 shares of the Issuer’s Common Stock outstanding after the Issuer’s initial public offering, assuming no exercise of the underwriters’ over-allotment option, as reported in the Prospectus.

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CUSIP No. 61225M102		13D

 

1.		Name of Reporting Persons     Versant Vantage I GP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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     2,097,938 shares of common stock(1)
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     2,097,938 shares of common stock(1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     2,097,938 shares of common stock (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row 11     4.7% (2)
14.		Type of Reporting Person (See Instructions)     PN

 

(1)

These shares are held by Versant Vantage I. Versant Vantage I GP is the general partner of Versant Vantage I, and Versant Vantage I GP-GP is the general partner of Versant Vantage I GP. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting and dispositive power over the shares held by Versant Vantage I.

(2)	Based upon 44,490,215 shares of the Issuer’s Common Stock outstanding after the Issuer’s initial public offering, assuming no exercise of the underwriters’ over-allotment option, as reported in the Prospectus.

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CUSIP No. 61225M102		13D

 

1.		Name of Reporting Persons     Versant Vantage I GP-GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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     2,097,938 shares of common stock(1)
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     2,097,938 shares of common stock(1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     2,097,938 shares of common stock (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row 11     4.7% (2)
14.		Type of Reporting Person (See Instructions)     OO

 

(1)

These shares are held by Versant Vantage I. Versant Vantage I GP is the general partner of Versant Vantage I, and Versant Vantage I GP-GP is the general partner of Versant Vantage I GP. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting and dispositive power over the shares held by Versant Vantage I.

(2)	Based upon 44,490,215 shares of the Issuer’s Common Stock outstanding after the Issuer’s initial public offering, assuming no exercise of the underwriters’ over-allotment option, as reported in the Prospectus.

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CUSIP No. 61225M102		13D

 

Item 1. Security and Issuer

This joint statement on Schedule 13D (this “Statement”) is filed with respect to the common stock, par value $0.0001 per share (“Common Stock”), of Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 645 Summer Street, Suite 102, Boston, MA 02210.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

(a) This Statement is filed by Versant Venture Capital VI, L.P. (“Versant VI”), Versant Vantage I, L.P. (“Versant Vantage I”), Versant Ventures VI GP, L.P. (“Versant Ventures VI GP”), Versant Ventures VI GP-GP, LLC (“Versant Ventures VI GP-GP”), Versant Vantage I GP, L.P. (“Versant Vantage I GP”), and Versant Vantage I GP-GP, LLC (“Versant Vantage I GP-GP” and together with Versant VI, Versant Vantage I, Versant Ventures VI GP, Versant Ventures VI GP-GP and Versant Vantage I GP, collectively, the “Reporting Persons”). Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP share voting and dispositive power with respect to the shares held by Versant VI. Versant Vantage I GP-GP is the general partner of Versant Vantage I GP, which is the general partner of Versant Vantage I. Each of Versant Vantage I GP and Versant Vantage I GP-GP share voting and dispositive power with respect to the shares held by Versant Vantage I. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Amendment except to the extent of such Reporting Person’s pecuniary interest therein.

(b) The business address for each of the Reporting Persons is:

c/o Versant Ventures

One Sansome Street, Suite 3630

San Francisco, CA 94104

(c) Each of Versant VI and Versant Vantage I are venture capital investment entities and each of Versant Ventures VI GP, Versant Ventures VI GP-GP, Versant Vantage I GP and Versant Vantage I GP-GP are the general partners of the venture capital investment entities.

(d) During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Versant VI – formed under the laws of the state of Delaware

Versant Vantage I – formed under the laws of the state of Delaware

Versant Vantage I GP – formed under the laws of the state of Delaware

Versant Vantage I GP-GP – formed under the laws of the state of Delaware

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Versant Ventures VI GP – formed under the laws of the state of Delaware

Versant Ventures VI GP-GP – formed under the laws of the state of Delaware

Item 3. Source and Amount of Funds or Other Consideration.

In 2019, Versant VI purchased (i) 1,000,000 shares of the Issuer’s common stock for a purchase price of CHF 0.01 per share and an aggregate purchase price of CHF 10,000 and (ii) 19,250,000 shares of the Issuer’s Series A convertible preferred stock for a purchase price of $1.00 per share and an aggregate purchase price of $19,250,000.00.

In December 2019, the Issuer issued a convertible promissory note to Versant VI in the principal amount of $750,000.

In April 2020 and September 2020, the Issuer entered into two separate Contribution and Exchange Agreements with its shareholders, whereby the convertible promissory note held by Versant VI was automatically converted into 754,280 shares of the Issuer’s Series A convertible preferred stock.

In September 2020, Versant VI purchased 3,000,000 shares and Versant Vantage I purchased 4,150,000 shares of the Issuer’s Series B preferred stock for a purchase price of $2.00 per share and an aggregate purchase price of $14,300,000.00.

In March 2021, Versant Vantage I purchased 2,699,328 shares of the Issuer’s Series C convertible preferred stock (together with the Issuer’s Series A convertible preferred stock and Series B convertible preferred stock, the “Preferred Stock”) for a purchase price of $2.9637 per share and an aggregate purchase price of $7,999,998.40.

On June 17, 2021, the Issuer effected a reverse stock split of its Common Stock on a 3.5305-for-one basis without payment or additional consideration.

On June 28, 2021, upon the closing of the Issuer’s initial public offering, each share of Preferred Stock automatically converted into shares of the Issuer’s Common Stock on a 3.5305-for-one basis and without payment or additional consideration.

On June 28, 2021, Versant Vantage I purchased 157,895 shares of the Issuer’s Common Stock, in connection with the Issuer’s initial public offering, for a purchase price of $19.00 per share and an aggregate purchase price of $3,000,005.00.

All shares of the capital stock of the Issuer covered by this Statement were originally acquired by Versant VI, and Versant Vantage I using investment funds provided to each of Versant VI and Versant Vantage I by their respective limited and general partner investors. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.

Item 4. Purpose of Transaction

The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.

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Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above.

(c) Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer’s securities within the past 60 days.

(d) Under certain circumstances set forth in the respective limited partnership agreements of each of Versant VI, and Versant Vantage I (the “Funds”), the respective limited and general partners of the Funds may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In connection with its purchase of shares of the Issuer’s Series C convertibl e preferred stock, Versant VI, Versant Vantage I and certain of the Issuer’s other investors entered into a Second Amended and Restated Investors’ Rights Agreement, dated March 11, 2021, with the Issuer (the “Rights Agreement”). After the closing of the Issuer’s initial public offering, the stockholders party thereto are entitled to certain registration rights, including the right to demand that that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The terms and provisions of the Rights Agreement are described more fully in the Issuer’s Registration Statement on Form S-1 (File No. 333-256773) declared effective by the Commission on June 23, 2021 (the “Registration Statement”), and the above summary is qualified by reference to such description and the full text of the Rights Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference.

In connection with the Issuer’s initial public offering, each of Versant VI and Versant Vantage I have entered into lock-up agreements, pursuant to which Versant VI and Versant Vantage I have agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer’s securities held by each of Versant VI and Versant Vantage I for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up agreements are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 to this Statement and is incorporated herein by reference.

Bradley Bolzon, Ph.D. (“Dr. Bolzon”) and Alexander Mayweg, Ph.D. (“Dr. Mayweg), who are Managing Directors of Versant Ventures, are also members of the board of directors of the Issuer. In their capacities as members of the board of directors of the Issuer, each of Dr. Bolzon and Dr. Mayweg may be entitled to receive stock options or other equity awards pursuant to the Company’s 2021 Stock Option and Incentive Plan, attached hereto as Exhibit 4.

The Issuer has entered into an indemnification agreement with each of its directors and executive officers, including each of Dr. Bolzon and Dr. Mayweg. The indemnification agreement requires the Issuer, among other things, to indemnify each of Dr. Bolzon and Dr. Mayweg for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by each of Dr. Bolzon and Dr. Mayweg in any action or proceeding arising out of their respective services as directors. The terms and provisions of the indemnification agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the Registration Statement, which is filed as Exhibit 5 to this Statement and is incorporated herein by reference.

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Item 7. Material to be Filed as Exhibits

 

Exhibit Number		Description
Exhibit 1		Joint Filing Agreement.
Exhibit 2		Second Amended and Restated Investors’ Rights Agreement, dated as of March 11, 2021 (filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1/ as filed with the Commission on June 4, 2021 (SEC File No. 333-256773) and incorporated herein by reference).
Exhibit 3		Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer.
Exhibit 4		2021 Stock Option and Incentive Plan and associated forms (filed as Exhibit 10.2 to the Issuer’s Registration Statement on Form S-1/A as filed with the Commission on June 21, 2021 (SEC File No. 333-256773) and incorporated herein by reference).
Exhibit 5		Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as Exhibit 10.6 to the Issuer’s Registration Statement on Form S-1 as filed with the Commission on June 4, 2021 (SEC File No. 333-256773) and incorporated herein by reference).

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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.

 

July 8, 2021
Versant Venture Capital VI, L.P.
By:		Versant Ventures VI GP, L.P.
Its:		General Partner
By:		Versant Ventures VI GP-GP, LLC
Its:		General Partner
By:		/s/ Robin L. Praeger, Managing Director
Versant Ventures VI GP, L.P.
By:		Versant Ventures VI GP-GP, LLC
Its:		General Partner
By:		/s/ Robin L. Praeger, Managing Director
Versant Ventures VI GP-GP, LLC
By:		/s/ Robin L. Praeger, Managing Director
Versant Vantage I, L.P.
By:		Versant Vantage I GP, L.P.
Its:		General Partner
By:		Versant Vantage I GP-GP, LLC
Its:		General Partner
By:		/s/ Robin L. Praeger, Managing Director
Versant Vantage I GP, L.P.
By:		Versant Vantage I GP-GP, LLC
Its:		General Partner
By:		/s/ Robin L. Praeger, Managing Director
Versant Vantage I GP-GP, LLC
By:		/s/ Robin L. Praeger, Managing Director