Sec Form 13D Filing - Morningside Venture Investments Ltd filing for Amylyx Pharmaceuticals Inc. (AMLX) - 2022-09-30

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.

  Names of Reporting Persons

  Morningside Venture Investments Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  9,302,142

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,302,142

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,302,142

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  15.89% (1)

  Type of Reporting Person (See Instructions)

  CO

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 11, 2022.

  Names of Reporting Persons

  MVIL, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  1,621,544

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,621,544

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,621,544

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  2.77% (1)

  Type of Reporting Person (See Instructions)

  CO

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

  Names of Reporting Persons

  Frances Anne Elizabeth Richard

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United Kingdom

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  9,302,142

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,302,142

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,302,142

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  15.89% (1)

  Type of Reporting Person (See Instructions)

  IN

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

  Names of Reporting Persons

  Jill Marie Franklin

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United Kingdom

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  9,302,142

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,302,142

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,302,142

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  15.89% (1)

  Type of Reporting Person (See Instructions)

  IN

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

  Names of Reporting Persons

  Peter Stuart Allenby Edwards

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United Kingdom

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  9,302,142

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,302,142

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,302,142

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  15.89% (1)

  Type of Reporting Person (See Instructions)

  IN

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

  Names of Reporting Persons

  Cheung Ka Ho

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Hong Kong

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  9,302,142

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,302,142

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,302,142

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  15.89% (1)

  Type of Reporting Person (See Instructions)

  IN

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

  Names of Reporting Persons

  Cheng Yee Wing Betty

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  New Zealand

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  1,621,544

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,621,544

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,621,544

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  2.77% (1)

  Type of Reporting Person (See Instructions)

  IN

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

  Names of Reporting Persons

  Wong See Wai

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Hong Kong

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  1,621,544

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,621,544

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,621,544

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  2.77% (1)

  Type of Reporting Person (See Instructions)

  IN

Based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022.

This statement is filed by:

Morningside Venture Investments Limited, a British Virgin Islands exempted company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it;

MVIL, LLC, a Delaware limited liability company (“MVIL LLC”), with respect to the Common Stock directly and beneficially owned by it;

Frances Anne Elizabeth Richard, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL;

Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her position as a director with MVIL;

Peter Stuart Allenby Edwards, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL;

Cheung Ka Ho, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL;

Cheng Yee Wing Betty, with respect to the Common Stock beneficially owned by her as a result of her position as a manager with MVIL LLC; and

Wong See Wai, with respect to the Common Stock beneficially owned by him as a result of his position as a manager with MVIL L LC.

The business address of each of the Reporting Persons is:

The present principal business of MVIL, MVIL LLC, Ms. Richard, Ms. Franklin, Mr. Edwards, Mr. Cheung, Ms. Cheng and Mr. Wong is the venture capital and private equity investment business.

No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person, during the last five years, has 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.

Citizenship of the Reporting Persons is as set forth below:

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

Any other material change in the Issuer’s business or corporate structure;

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

Any action similar to any of those enumerated above.

The aggregate percentage of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based on 58,533,226 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

As of the date hereof, MVIL beneficially owns 9,302,142 shares of Common Stock, representing a beneficial ownership of approximately 15.89% of the Common Stock. MVIL directly holds 7,680,598 shares of Common Stock and MVIL LLC, its wholly owned subsidiary, holds 1,621,544 shares of Common Stock.

(b)

As of the date hereof, MVIL LLC beneficially owns 1,621,544 shares of Common Stock, representing a beneficial ownership of approximately 2.77% of the Common Stock.

(b)

As of the date hereof, Ms. Richard beneficially owns 9,302,142 shares of Common Stock, representing a beneficial ownership of approximately 15.89% of the Common Stock.

(b)

As of the date hereof, Ms. Franklin beneficially owns 9,302,142 shares of Common Stock, representing a beneficial ownership of approximately 15.89% of the Common Stock.

(b)

As of the date hereof, Mr. Edwards beneficially owns 9,302,142 shares of Common Stock, representing a beneficial ownership of approximately 15.89% of the Common Stock.

(b)

As of the date hereof, Mr. Cheung beneficially owns 9,302,142 shares of Common Stock, representing a beneficial ownership of approximately 15.89% of the Common Stock.

(b)

As of the date hereof, Ms. Cheng beneficially owns 1,621,544 shares of Common Stock, representing a beneficial ownership of approximately 2.77% of the Common Stock.

(b)

As of the date hereof, Mr. Wong beneficially owns 1,621,544 shares of Common Stock, representing a beneficial ownership of approximately 2.77% of the Common Stock.

(b)

See Item 3.

Not applicable.

Not applicable.

Exhibit Description

/s/ Frances Anne Elizabeth Richard

/s/ Cheng Yee Wing Betty

/s/ Wong See Wai