Sec Form 13G Filing - Alfred E. Mann Foundation for Scientific Research @ Axonics Inc.

Sec Form 13G Filing - Alfred E. Mann Foundation for Scientific Research filing for Axonics Inc. (AXNX) - 2021-04-08

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 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Axonics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

05465P101

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).

(1)	The percent of class was calculated based on 39,809,412 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed on November 4, 2020.



Item 1.		Issuer

	(a)	Name of Issuer:

		Axonics, Inc., a Delaware corporation (f/k/a Axonics Modulation Technologies, Inc.) (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		26 Technology Drive Irvine, CA 92618

Item 2.		Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		The Alfred E. Mann Foundation for Scientific Research, a California not-for-profit corporation (“AMF”). The address of the principal business office of the reporting person is 25134 Rye Canyon Loop, Valencia, California 91355.

	(d)	Title of Class of Securities:

		Common Stock, $0.0001 par value per share, (the “Common Stock”)

	(e)	CUSIP Number: 05465P101

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

AMF directly owns 1,602,970 shares of Common Stock, which represents approximately 4.0% of the outstanding shares of Common Stock.

(c)

Number of shares as to which such person has:

Number of shares of
Common Stock

Reporting Person

(i)

(ii)

(iii)

(iv)

The Alfred E. Mann Foundation for Scientific Research

1,602,970

(i) Sole power to vote or direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

The percent of class was ca lculated based on 39,809,412 shares of Common Stock outstanding as of November 2, 2020, as disclosed in the Issuer’s Form 10-Q filed on November 4, 2020.


Item 5.		Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

Item 6.		Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.

Item 8.		Identification and Classification of Members of the Group. Not applicable.

Item 9.		Notice of Dissolution of Group. Not applicable.

Item 10.		Certification. Not applicable.

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: April 8, 2021


THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH

By:		/s/ Farah Boroomand
		Farah Boroomand
		Chief Financial Officer

NAMES OF REPORTING PERSON

The Alfred E. Mann Foundation for Scientific Research

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California, United States of America