SC 13D

 

 

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 THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No.     )*

 

 

VectivBio Holding AG

(Name of Issuer)

Ordinary Shares, CHF 0.05 nominal value per share

(Title of Class of Securities)

H9060V101

(CUSIP Number)

Versant Venture Capital V, 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)

April 8, 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.

 

 

 


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Venture Capital V, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  1,654,207 Ordinary Shares (2)

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  1,654,207 Ordinary Shares (2)

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,654,207 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  4.9% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by Versant Venture Capital V, L.P. (“VVC V”), Versant Affiliates Fund V, L.P. (“VAF V”), Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), Versant Ventures V, LLC (“VV V”), Versant Vantage I, L.P. (“Vantage LP”), Versant Vantage I GP, L.P. (“Vantage GP”), Versant Vantage I GP-GP, LLC (“Vantage LLC”), Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”), Versant Ventures V (Canada), L.P. (“VV V CAN”), Versant Venture Capital V (Canada) LP (“VVC CAN” and, with VV V CAN GP, Vantage LLC, VVC V, VAF V, VOA, VV V CAN, VV V, Vantage LP and Vantage GP, collectively, the “Reporting Persons”). VV V is the sole general partner of VVC V, VAF V and VOA. VV V has voting and dispositive power over the shares held by each of VVC V, VAF V and VOA. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP. VV V CAN GP is the sole general partner of VV V CAN, and VV V CAN is the sole general partner of VVC CAN. Each of VV V CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VVC V. VV V is the sole general partner of VVC V and may be deemed to have voting and dispositive power over the securities held by VVC V and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding (excluding the Underwriter’s option to purchase an additional 1,125,000 shares) as of the Issuer’s initial public offering (“IPO”), as set forth in the Issuer’s prospectus pursuant to Rule 424(b)(4), filed with the United States Securities and Exchange Commission (the “Commission”) on April 9, 2021 (the “Prospectus”).


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Affiliates Fund V, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  49,760 Ordinary Shares (2)

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  49,760 Ordinary Shares (2)

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  49,760 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  0.1% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VAF V. VV V is the sole general partner of VAF V and may be deemed to have voting and dispositive power over the securities held by VAF V and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Ophthalmic Affiliates Fund I, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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, United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  55,080 Ordinary Shares (2)

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  55,080 Ordinary Shares (2)

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  55,080 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  0.2% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VOA. VV V is the sole general partner of VOA and may be deemed to have voting and dispositive power over the securities held by VOA and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Ventures V, LLC

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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

 

  1,759,047 Ordinary Shares (2)

     9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  1,759,047 Ordinary Shares (2)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,759,047 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  5.2% (3)

14.  

  Type of Reporting Person (see instructions)

 

  OO

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Includes (i) 1,654,207 shares are held by VVC V, (ii) 49,760 shares held by VAF V, and (iii) 55,080 shares held by VOA. VV V is the sole general partner of VVC V, VAF V and VOA and may be deemed to have voting and dispositive power over the securities held by VVC V, VAF V and VOA.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Venture Capital V (Canada) LP

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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

 

  Ontario, Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  125,894 Ordinary Shares (2)

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  125,894 Ordinary Shares (2)

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  125,894 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  0.4% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN, and VV V CAN is the sole general partner of VVC CAN. Each of VV V CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Ventures V GP-GP (Canada), Inc.

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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

 

  125,894 Ordinary Shares (2)

     9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  125,894 Ordinary Shares (2)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  125,894 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  0.4% (3)

14.  

  Type of Reporting Person (see instructions)

 

  CO

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN, and VV V CAN is the sole general partner of VVC CAN. Each of VV V CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    13D   

 

  1.    

  Name of Reporting Persons

 

  Versant Ventures V (Canada), L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☒(1)

 

  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

 

  125,894 Ordinary Shares (2)

     9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  125,894 Ordinary Shares (2)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  125,894 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  0.4% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN, and VV V CAN is the sole general partner of VVC CAN. Each of VV V CAN GP and VV V CAN share voting and dispositive power over the shares held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    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)  ☒(1)

 

  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

 

  2,791,748 Ordinary Shares (2)

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  2,791,748 Ordinary Shares (2)

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,791,748 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  8.2% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    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)  ☒(1)

 

  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

 

  2,791,748 Ordinary Shares (2)

     9.   

  Sole Dispositive Power

 

0

   10.   

  Shared Dispositive Power

 

  2,791,748 Ordinary Shares (2)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,791,748 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  8.2% (3)

14.  

  Type of Reporting Person (see instructions)

 

  PN

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    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)  ☒(1)

 

  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

 

  2,791,748 Ordinary Shares (2)

     9.   

  Sole Dispositive Power

 

0

   10.   

  Shared Dispositive Power

 

  2,791,748 Ordinary Shares (2)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,791,748 Ordinary Shares (2)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row 11

 

  8.2% (3)

14.  

  Type of Reporting Person (see instructions)

 

  OO

 

(1)

This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by Vantage LP. Vantage LLC is the general partner of Vantage GP, which is the general partner of Vantage LP. Each of Vantage LLC and Vantage GP share voting and dispositive power over the shares held by Vantage LP and as a result may be deemed to have beneficial ownership over such securities.

(3)

This calculation is based upon 34,014,593 of the Issuer’s Ordinary Shares outstanding as of the IPO, as reported in the Prospectus.


CUSIP No. H9060V101    13D   

 

Explanatory Note:

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

Item 1. Security and Issuer.

This joint statement on Schedule 13D (this “Statement”) is filed with respect to the Ordinary Shares, nominal value CHF 0.05 per share (“Ordinary Shares”), of VectivBio Holding AG, a Swiss corporation or Aktiengesellschaft (the “Issuer”). The address of the principal executive offices of the Issuer is Aeschenvorstadt 36, 4051 Basel, Switzerland.

Item 2. Identity and Background.

(a) This Statement is being filed by Versant Venture Capital V, L.P. (“VVC V”), Versant Affiliates Fund V, L.P. (“VAF V”), Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), Versant Ventures V, LLC (“VV V”), Versant Vantage I, L.P. (“Vantage LP”), Versant Vantage I GP, L.P. (“Vantage GP”), Versant Vantage I GP-GP, LLC (“Vantage LLC”), Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”), Versant Ventures V (Canada), L.P. (“VV V CAN”), Versant Venture Capital V (Canada) LP (“VVC CAN” and, with VV V CAN GP, Vantage LLC, VVC V, VAF V, VOA, VV V CAN, VV V, Vantage LP and Vantage GP, collectively, the “Reporting Persons”). 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 hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.

(b) The address of the principal offices of each Reporting Person is One Sansome Street, Suite 3630, San Francisco, CA 94104.

(c) Each of VVC V, VAF V, VOA, VVC CAN and Vantage LP are venture capital investment entities and each of VV V, VV V CAN, VV V CAN GP, Vantage GP and Vantage LLC are the respective general partners of the venture capital investment entities.

(d) During the last five years, none of the Reporting Persons has 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) Each of VVC V, VAF V, VOA, Vantage LP, VV V, Vantage GP, Vantage LLC, VV V CAN GP and VV V CAN is organized in the State of Delaware. VVC CAN is organized in Ontario, Canada.

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

Each of VVC V, VAF V, VVC CAN and VOA were initially shareholders of Therachon Holding AG (“THAG”). On July 1, 2019, through a spinoff of one of the Issuer’s therapeutic programs, THAG distributed shares of the Issuer to THAG’s existing shareholders in the form of a dividend, including 1,654,207 Ordinary Shares to VVC V, 49,760 Ordinary Shares to VAF V, 125,894 Ordinary Shares to VVC CAN and 55,080 Ordinary Shares to VOA. All Ordinary Shares listed in the previous sentence are as adjusted for the Issuer’s 5:1 reverse share split of the outstanding ordinary and preferred shares held by the Issuer’s shareholders on April 1, 2021 (the “Stock Split”).

Between December 20, 2019 and January 14, 2020, Vantage LP participated in the Issuer’s Convertible Loans. The Convertible Loans automatically converted into A1 preferred shares at the closing of the series A2 preferred shares on September 11, 2020. As such, Vantage LP purchased an aggregate of 1,047,257 series A1 preferred shares (as adjusted for the Stock Split) for a purchase price of $4.891 per share and an aggregate purchase price of $5,122,133.99.

 


In August 2020, Vantage LP purchased an aggregate of 1,303,315 shares of the Issuer’s series A2 preferred shares (as adjusted for the Stock Split) for a purchase price of $5.755 per share and an aggregate purchase price of $7,500,577.82.

On April 9, 2021, upon the closing of the Issuer’s initial public offering of its Ordinary Shares (the “Offering”), each share of the Issuer’s series A1 preferred shares and series A2 preferred shares automatically converted into one share of the Issuer’s Ordinary Shares (the “Conversion”)

In addition, on April 1, 2021, Vantage LP entered into a simple agreement for future equity with the Issuer (the “SAFE”), pursuant to which the Issuer issued rights to Vantage LP to receive Ordinary Shares for an aggregate purchase price of $7,499,999.69 (the “Purchase Amount”). The SAFE provided that, upon the closing of the Offering, the rights automatically convert into a number of shares of Issuer’s Ordinary Shares equal to the Purchase Amount divided by the Offering price per share of Ordinary Shares sold in the Offering. In connection with the Offering, the SAFE automatically converted into an aggregate of 441,176 of the Issuer’s Ordinary Shares based on the Offering price of $17.00 per share (the “Purchase”).

Item 4. Purpose of the 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 may, from time to time, depending on prevailing market, economic and other conditions, acquire additional Ordinary Shares or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of the Ordinary Shares or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) and (b) See Items 7-11 of the cover pages of this Statement 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 each of the limited partnership agreements of VVC V, VAF V, VOA, VVC CAN and Vantage LP, the respective general partners and limited partners of each of VVC V, VAF V, VOA, VVC CAN and Vantage LP 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.

The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.

In connection with its receipt of the Issuer’s Ordinary Shares as a dividend and the purchase of the Issuer’s preferred shares, VVC V, VAF V, VOA, VVC CAN, Vantage LP and certain of the Issuer’s other investors are party to an Amended and Restated Shareholders’ Agreement, dated September 11, 2020, with the Issuer (the “Shareholders’ Agreement”). The Shareholders’ Agreement terminated upon the consummation of the Offering, except with respect to the registration rights granted thereunder (the “Registration Rights”). The terms and provisions of the Shareholders’ Agreement including the Registration Rights are described more fully in the Issuer’s Registration Statement on Form F-1 (File No. 333-254523) declared effective by the Commission on April 8, 2021 (the “Registration Statement”), and the above summary is qualified by reference to such description and the full text of the agreement regarding Registration Rights which is set forth in Exhibit 23 of the Shareholders’ Agreement and filed as Exhibit 2 to this Statement and is incorporated herein by reference.


In connection with the Offering, each of VVC V, VAF V, VOA, VVC CAN and Vantage LP have entered into a lock-up agreement, pursuant to which each of VVC V, VAF, VOA, VVC CAN and Vantage LP agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer’s securities for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up 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 lock-up agreement, a form of which is filed as Exhibit 3 to this Statement and is incorporated herein by reference.

Upon consummation of the Offering, the Issuer entered into an indemnification agreement with each of its directors, including Thomas Woiwode (“Dr. Woiwode”), a Managing Director at Versant Ventures. The indemnification agreement requires the Issuer, among other things, to indemnify Dr. Woiwode against expenses and liabilities to the fullest extent permitted by law, and for related expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by Dr. Woiwode in any action or proceeding arising out of his service as a director. 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 indemnification agreement, a form of which is filed as Exhibit 4 to this Statement and is incorporated herein by reference.

Dr. Woiwode, in his capacity as director, may be entitled to receive cash compensation and equity compensation, including stock options or other equity awards pursuant to the 2021 Equity Incentive Plan adopted by the Issuer. The terms and provisions of the 2021 Equity Incentive Plan 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 2021 Equity Incentive Plan, a form of which is filed as Exhibit 5 to this Statement and is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 1:    Joint Filing Agreement, dated April 19, 2021, by and among the Reporting Persons (filed herewith).
Exhibit 2:    Agreement Regarding Registration Rights, dated September 11, 2020, by and among the Issuer and certain of its Shareholders named therein.
Exhibit 3:    Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (included as Exhibit A to the form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 as filed with the Commission on April 7, 2021 (SEC File No. 333-254523) and incorporated herein by reference).
Exhibit 4:    Form of Indemnification Agreement (filed as Exhibit 10.2 to the Issuer’s Registration Statement on Form F-1 as filed with the Commission on April 7, 2021 (SEC File No. 333-254523) and incorporated herein by reference).
Exhibit 5:    Form of 2021 Equity Incentive Plan for employees, directors and consultants who qualify as Eligible Award Recipients (filed as Exhibit 10.5 to the Issuer’s Registration Statement on Form F-1 as filed with the Commission on April 7, 2021 (SEC File No. 333-254523) and incorporated herein by reference).


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.

April 19, 2021

 

Versant Venture Capital V, L.P.
By: Versant Ventures V, LLC
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Affiliates Fund V, L.P.
By: Versant Ventures V, LLC
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Ophthalmic Affiliates Fund I, L.P.
By: Versant Ventures V, LLC
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Ventures V, LLC
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Venture Capital V (Canada) LP
By: Versant Ventures V (Canada), L.P.
Its: General Partner
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Director
Versant Ventures V GP-GP (Canada), Inc.
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Director
Versant Ventures V (Canada), L.P.
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, 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

  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

  Robin L. Praeger, Managing Director
Versant Vantage I GP-GP, LLC
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
EX-1

Exhibit 1

Joint Filing Agreement

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Ordinary Shares of VectivBio Holding AG shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

April 19, 2021

 

Versant Venture Capital V, L.P.
By: Versant Ventures V, LLC
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Affiliates Fund V, L.P.
By: Versant Ventures V, LLC
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Ophthalmic Affiliates Fund I, L.P.
By: Versant Ventures V, LLC
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Ventures V, LLC
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
Versant Venture Capital V (Canada) LP
By: Versant Ventures V (Canada), L.P.
Its: General Partner
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Director
Versant Ventures V GP-GP (Canada), Inc.
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Director
Versant Ventures V (Canada), L.P.
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, 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

  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

  Robin L. Praeger, Managing Director
Versant Vantage I GP-GP, LLC
By:  

/s/ Robin L. Praeger

  Robin L. Praeger, Managing Director
EX-2

 

Shareholders Agreement regarding VectivBio Holding AG    88 | 99

Exhibit 2

Exhibit 23: Registration Rights

 

1.

Definitions. For purposes of this Agreement:

Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Company Ordinary Shares being registered are Company Ordinary Shares issuable upon conversion of debt securities that are also being registered.

Form F-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

Holder” means any holder of Registrable Securities who is a party to this Agreement.

Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.


 

Shareholders Agreement regarding VectivBio Holding AG    89 | 99

Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

IPO” means the Company’s first underwritten public offering of its Company Ordinary Shares under the Securities Act.

Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

Registrable Securities” means (i) the Company Ordinary Shares issued to the Investor Shareholders as part of the distribution by means of a dividend in kind of a total of 47,115,356 Company Ordinary Shares by Therachon Holding AG to certain Shareholders on June 28, 2019, (ii) the Company Ordinary Shares issuable or issued upon conversion of the Company A Preferred Shares; (iii) any Company Ordinary Shares, or any Company Ordinary Shares issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; and (iv) any Company Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (ii) and (iii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to the terms of this Agreement, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Agreement.

Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Company Ordinary Shares that are Registrable Securities and the number of shares of Company Ordinary Shares issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

SEC” means the Securities and Exchange Commission.

SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

 

2.

Registration Rights. The Company covenants and agrees as follows:


 

Shareholders Agreement regarding VectivBio Holding AG    90 | 99

 

  2.1

Demand Registration.

(a) Form S-1/F-1 Demand. If at any time within the three years after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-1 or Form F-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 or Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least five percent (5%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $3 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than thirty (30)—one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period.


 

Shareholders Agreement regarding VectivBio Holding AG    91 | 99

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected one registration pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected one registration pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(d).

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Company Ordinary Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.


 

Shareholders Agreement regarding VectivBio Holding AG    92 | 99

 

  2.3

Underwriting Requirements.

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Board of Directors. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital shares pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.


 

Shareholders Agreement regarding VectivBio Holding AG    93 | 99

(c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Company Ordinary Shares (or other securities) of the Company, from selling any securities included in such registration;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;


 

Shareholders Agreement regarding VectivBio Holding AG    94 | 99

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or

trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $50,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.


 

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2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.


 

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(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.


 

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(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 

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2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least 50% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with this Agreement.

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Company Ordinary Shares or any other equity securities under the Securities Act on a registration statement on Form S-1, Form F-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Company Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Company Ordinary Shares (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning one percent (1%) or more of the Company’s outstanding Company Ordinary Shares (after giving effect to conversion into Company Ordinary Shares of all outstanding Company A Preferred Shares). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto.


 

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2.12 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the 3-year anniversary of the IPO.