Sec Form 13D Filing - Samsara BioCapital, L.P. filing for Chinook Therapeutics, Inc. (KDNY) - 2022-06-01

Under the Securities Exchange Act of 1934
(Amendment No. )*

Chinook Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

16961L 106

(CUSIP Number)

Abrar Hussain

Samsara BioCapital GP, LLC

628 Middlefield Road

Palo Alto, CA 94301

(650) 285-4270

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 5, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 (however, see the Notes).

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of Chinook Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 400 Fairview Avenue North, Suite 900, Seattle, WA 98109. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On October 5, 2020, effective upon the closing of the merger of a wholly-owned subsidiary of the Issuer (“Merger Sub”) with and into Chinook Therapeutics U.S., Inc. (“Merger”), each outstanding ordinary and preferred share of Chinook Therapeutics U.S., Inc. was cancelled and exchanged for 0.292188 shares of Common Stock of the Issuer for no consideration, which resulted in Samsara LP receiving 3,168,388 shares of Common Stock of the Issuer in exchange for its capital stock of Chinook Therapeutics U.S., Inc. Upon the closing of the Merger, Samsara LP beneficially owned 7.5% of the Issuer’s outstanding Common Stock.

On August 18, 2021, Samsara LP purchased 208,500 additional shares of Common Stock in open market transactions at prices ranging from $11.50 to $12.00 per share (a weighted-average price of $11.98 per share).

On November 15, 2021, Samsara LP purchased 1,215,000 additional shares of Common Stock from the underwriters of a public offering of Common Stock by the Issuer at $14.00 per share for an aggregate purchase price of approximately $17 million.

On May 27, 2022, Samsara LP purchased 570,000 additional shares of Common Stock from the underwriters of a public offering of Common Stock by the Issuer at $14.00 per share for an aggregate purchase price of approximately $7.98 million.

The funds used by Samsara LP to acquire the securities of Chinook Therapeutics U.S., Inc. and the Issuer described herein were from capital contributions made by Samsara LP’s general and limited partners.

The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.

Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Securities Exchange Act of 1934 (the “Act”). The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Akkaraju, a Managing Member of Samsara GP, is a member of the board of directors of the Issuer. As a director of the Issuer, Akkaraju may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

On June 1, 2020, Aduro Biotech, Inc. and Chinook Therapeutics U.S., Inc., entered into an Agreement and Plan of Merger and Reorganization, dated as of June 1, 2020, as amended by the First Amendment to Agreement and Plan of Merger and Reorganization, dated as of August 17, 2020 (the “Merger Agreement” and such transaction, the “Merger”). At the effective time of the Merger, each ordinary share and preferred share of Chinook Therapeutics U.S., Inc. were converted into the right to receive 0.292188 shares of Common Stock of the Issuer, subject to adjustment pursuant to the Merger Agreement. In connection with the Merger, each outstanding and unexercised option to purchase ordinary shares of Chinook Therapeutics U.S., Inc. was assumed by the Issuer and was converted into an option to purchase shares of the Issuer’s Common Stock at the applicable exchange ratio. The terms and provisions of the Merger Agreement are described more fully in the Issuer’s current reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 2, 2020, August 18, 2020, and October 7, 2020, and the above summary is qualified by reference to such description and the full text of the Agreement and Plan of Merger and Reorganization and the First Amendment to the Agreement and Plan of Merger and Reorganization, which are filed as Exhibit B and Exhibit C to this Statement, respectively and are incorporated herein by reference.

Akkaraju, who is a Managing Member of Samsara GP, is also a member of the board of directors of the Issuer. In his capacity as a member of the board of directors of the Issuer, Akkaraju may be entitled to receive stock options or other equity awards pursuant to the Company’s 2019 Equity Incentive Plan, attached hereto as Exhibit D. As of the date of the filing of this schedule, Akkaraju holds stock options to purchase an aggregate of 29,470 shares of Common Stock at exercise prices ranging from $14.77 to $16.81 per share. Such options are exercisable within 60 days of the date of filing this schedule with respect to an aggregate of 19,669 shares and, accordingly 19,669 shares underlying such options are considered to be beneficially owned by Akkaraju.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2022

Exhibit(s):

A - Joint Filing Agreement

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendm ent thereto) relating to the Common Stock of Chinook Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: June 1, 2022