Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Anchiano Therapeutics Ltd.
(Name of Issuer)
Ordinary Shares, no par value
American Depositary Shares, each of which represents five Ordinary Shares, no par value,
evidenced by American Depositary Receipts
(Title of Class of Securities)
03280X102*
(CUSIP Number)
Alejandro Moreno
c/o Access Industries, Inc.
40 West 57th Street, 28th Floor
New York, New York 10019
(212) 247-6400
with copies to:
Matthew E. Kaplan
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 30, 2020
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
| * | The CUSIP number applies to the American Depositary Shares. No CUSIP number has been assigned to the Ordinary Shares. |
CUSIP No. 03280X102
| 1 | NAME OF REPORTING PERSON.
Access Industries Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
6,521,735 shares | ||||
| 8 | SHARED VOTING POWER
9,307,662 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
6,521,735 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
9,307,662 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,829,397 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
40.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 37,099,352 Ordinary Shares issued and outstanding, as of February 18, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020. |
CUSIP No. 03280X102
| 1 | NAME OF REPORTING PERSON.
Access Industries, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
15,829,397 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
15,829,397 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,829,397 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
40.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 37,099,352 Ordinary Shares issued and outstanding, as of February 18, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020. |
CUSIP No. 03280X102
| 1 | NAME OF REPORTING PERSON.
Access Industries Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
15,829,397 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
15,829,397 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,829,397 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
40.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 37,099,352 Ordinary Shares issued and outstanding, as of February 18, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020. |
CUSIP No. 03280X102
| 1 | NAME OF REPORTING PERSON.
Clal Biotechnology Industries Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, OO (see Item 3) | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
9,307,662 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
9,307,662 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,307,662 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒(1) | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
23.6%(2) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | Excludes 6,521,735 Ordinary Shares, represented by 1,304,347 ADSs that are owned directly by Access Industries Holdings LLC. |
| (2) | All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 37,099,352 Ordinary Shares issued and outstanding, as of February 18, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020. |
CUSIP No. 03280X102
| 1 | NAME OF REPORTING PERSON.
Len Blavatnik | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
15,829,397 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
15,829,397 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,829,397 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
40.1%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 37,099,352 Ordinary Shares issued and outstanding, as of February 18, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020. |
AMENDMENT NO. 3 TO SCHEDULE 13D
This amendment to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”), Access Industries, LLC (“Access LLC”), Clal Biotechnology Industries Ltd. (“CBI”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) relating to the American Depositary Shares, no par value (“ADSs”), evidenced by American Depositary Receipts, each of which represents five ordinary shares, no par value per share (the “Ordinary Shares”), of Anchiano Therapeutics Ltd. (the “Issuer”). As a result of CBI’s relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a “group”, within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 13 of the Exchange Act.
The Schedule 13D filed with the Securities and Exchange Commission on February 21, 2019 (the “Schedule”), as amended and supplemented by Amendment No. 1 filed on December 31, 2019 and Amendment No. 2 filed on January 13, 2020, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
| Item 4 | Purpose of Transaction |
The disclosure in Item 4 is hereby amended to add the following to the end thereof:
On M arch 30, 2020, the Issuer filed with the SEC a preliminary proxy statement (the “proxy statement”) in connection with its annual meeting of shareholders to be held on April 23, 2020. The Reporting Persons support the election of each of the Board nominees named in the proxy statement. The Reporting Persons further support the Board decision to advance the preclinical development of the Issuer’s pan-RAS inhibitor program while seeking to identify financing and strategic opportunities for the Issuer. These opportunities may include, but are not limited to, a licensing or collaboration agreement involving the pan-RAS inhibitor program and/or the Issuer’s other in-licensed compound, a potential monetization transaction that may involve a merger or other strategic transaction.
| Item 7 | Materials to Be Filed as Exhibits |
| Exhibit | Description | |||
| 99.10 | Joint Filing Agreement, dated as of March 31, 2020. | |||
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.
Date: March 31, 2020
| ACCESS INDUSTRIES HOLDINGS LLC | /s/ Alejandro Moreno Alejandro Moreno | |
| ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno Alejandro Moreno | |
| ACCESS INDUSTRIES, LLC | /s/ Alejandro Moreno Alejandro Moreno | |
| CLAL BIOTECHNOLOGY INDUSTRIES LTD. | /s/ Ofer Gonen Ofer Gonen
/s/ Assaf Segal Assaf Segal | |
|
* Len Blavatnik | ||
| * | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
| By: | /s/ Alejandro Moreno | |
| Name: Alejandro Moreno | ||
| Attorney-in-Fact |