Sec Form 13D Filing - Apeiron Investment Group Ltd. filing for - 2026-09-14

The principal business address of Apeiron and Mr. Angermayer is 66 & 67 Amery Street, SLM1707, Sliema, Malta. The principal business address of each of the remaining Reporting Persons is 440 N Barranca Ave #3391, Covina, CA 91723 USA.

The principal business of Apeiron and Presight II are making investments. The principal business of Presight Management is acting as the general partner of Presight II. Apeiron's sole director is Sanad Abushala and his principal business address is Centris Business Gateway, Level 0/C, Triq Is-Salib tal-Imriehel, Zone 3, Central Business District, Mirehel, Birkirkara, Malta CBD 3020. His present principal occupation is Head of Treasury at Apeiron.

No

No

Presight II and Presight Management are organized under the laws of the state of Delaware. Apeiron is organized under the laws of the Malta. Each of Messrs. Hansen and Angermayer is a German citizen. Mr. Abushala is a Croatian citizen.

Item 4 of the Schedule 13D is hereby amended and supplemented in its entirety as follows: As previously disclosed, on July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly an d Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. On September 11, 2026 , the Merger was consummated pursuant to the Merger Agreement. At the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares held in the treasury of the Issuer, owned by the Issuer or any of its subsidiaries, or owned by Parent, Merger Sub or any of their wholly owned subsidiaries, and (y) Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) $6.75 (the "Closing Amount") per share in cash, without interest, plus (ii) one contingent value right per share (each, a "CVR" and collectively, the "CVRs"), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones payable in accordance with the terms of a Contingent Value Rights Agreement (the "CVR Agreement") (the foregoing clauses (i) and (ii), collectively, the "Merger Consideration"), less any applicable tax withholding. In connection with the Merger, at the Effective Time, each option to purchase Common Stock granted under an Issuer equity incentive plan (each, a "Company Stock Option") with a per share exercise price less than the Closing Amount that was outstanding immediately prior to the Effective Time, whether or not vested (each, a "Company Cash-Out Stock Option"), was cancelled and, in exchange therefor, the holder of such Company Cash-Out Stock Option became entitled to receive (A) an amount in cash, without interest and less applicable tax withholdings, equal to the product of (1) the total number of shares subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (for Company Cash-Out Stock Options subject to performance-based vesting, assuming applicable performance goals are achieved in full) multiplied by (2) the excess of the Closing Amount over the applicable exercise price per share under such Company Cash-Out Stock Option and (B) one CVR for each share subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to vesting) (the "Cash-Out Stock Option Consideration"). Accordingly, 55,770,948 shares of Common Stock deemed to be beneficially owned by the Reporting Persons immediately prior to the Effective Time were converted into the right to receive the Merger Consideration. In addition, 2,809,016 Company Stock Options beneficially owned by Christian Angermayer were cancelled and Mr. Angermayer became entitled to receive the Cash-Out Stock Option Consideration therefor. As a result of the Merger, the Reporting Persons ceased to beneficially own any shares of Common Stock.

As a result of the consummation of the Merger, as described in Item 4, the Reporting Persons ceased to beneficially own any shares of Common Stock. See rows (11) to (13) of the cover pages to this Amendment No. 5, which reflect zero shares of Common Stock and 0.0% beneficially owned by each Reporting Person.

As a result of the consummation of the Merger, as described in Item 4, each Reporting Person has no sole or shared power to vote or to direct the vote, and no sole or shared power to dispose or to direct the disposition, of any shares of Common Stock. See rows (7) to (10) of the cover pages to this Amendment No. 5, which reflect zero shares of Common Stock and 0.0% beneficially owned by each Reporting Person.

Except as described in Item 4, none of the Reporting Persons has beneficial ownership of any shares of common stock or, except as described in this Schedule 13D, has effected any transaction in the shares of common stock during the past 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned, directly or indirectly, by the Reporting Persons.

September 11, 2026

The information provided and/or incorporated by reference in Item 4 is hereby incorporated by reference into this Item 6.