Sec Form 13G Filing - NEXTECH VI ONCOLOGY SCSP filing for ARS Pharmaceuticals Inc. (SPRY) - 2023-02-14

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

     
  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