Sec Form 13G Filing - K2 HealthVentures Equity Trust LLC filing for ASLAN Pharmaceuticals Ltd (ASLN) - 2024-11-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

** CUSIP number assigned to the American Depositary Shares (“ADSs”) of the Issuer.  Each one (1) ADS represents two hundred (200) Ordinary Shares.

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).

Continued on following pages

Page 1 of 10 Pages

Exhibit Index: Page 9

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1	NAMES OF REPORTING PERSONS
	K2 HealthVentures Equity Trust LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			61,535,383 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			61,535,383 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	61,535,383 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.99% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) See Items 2 and 4

(1) See Items 2 and 4

1	NAMES OF REPORTING PERSONS
	Anup Arora
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			61,535,383 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			61,535,383 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	61,535,383 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.99% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, IN

(1) See Items 2 and 4

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Person Filing:

i.

K2 HealthVentures Equity Trust LLC (“K2HV Equity”);

ii.

Parag Shah (“Mr. Shah”); and

iii.

Anup Arora (“Mr. Arora”).

This Statement on Schedule 13G relates to Ordinary Shares (as defined herein), warrants to acquire Ordinary Shares, and Conversion Shares (as defined herein) held directly by K2HV Equity, including: (i) 11,235,955 Ordinary Shares; (ii) warrants to purchase 5,096,752 Ordinary Shares, with an exercise price of $0.1447 per Ordinary Share (the “Loan Warrants”); (iii) warrants to purchase 29,154,293 Ordinary Shares, with an exercise price of $0.0162 per Ordinary Share (the “2024 Warrants”); (iv) warrants to purchase 6,134,970 Ordinary Shares, represented by 30,675 ADS, or pre-funded warrants to purchase an equivalent amount of Ordinary Shares or ADS, with an exercise price of $8.15 per ADS (the “Tranche 2A Warrants”); and (v) 61,904,761 Ordinary Shares issuable to the Reporting Persons upon conversion of $1.3 million principal amount of the Issuer’s outstanding debt obligations to K2HV Equity under the Loan, Guaranty, and Security Agreement, dated as of July 12, 2021, as amended by the First Amendment to Loan, Guaranty, and Security Agreement, dated as of June 30, 2023, the Second Amendment to Loan, Guaranty, and Security Agreement, dated as of December 6, 2023, and the Third Amendment to Loan, Guaranty, and Security Agreement, dated as of May 29, 2024, at a conversion price of $0.0210 per Ordinary Share (the “Conversion Shares”).  This amount excludes warrants to purchase 6,134,970 Ordinary Shares, represented by 30,675 ADS, or pre-funded warrants to purchase an equivalent amount of Ordinary Shares or ADS, with an exercise price of $8.15 per ADS (the “Tranche 2B Warrants”), because the Tranche 2B Warrants are not currently exercisable and only become exercisable upon public disclosure by the Issuer of certain data related to a clinical trial.  The Reporting Persons may not exercise or convert any portion of the Loan Warrants, 2024 Warrants, Tranche 2A Warrants, Tranche 2B Warrants, or Conversion Shares into Ordinary Shares to the extent that, upon exercise and/or conversion, the beneficial ownership of the Reporting Persons (including any affiliates and any persons acting as a “group”, as such term is used for purposes of Section 13(d) of the Act, with the Reporting Persons) would exceed 9.99% of the total number of Ordinary Shares outstanding (the “9.99% Cap”).  The Reporting Persons may, upon notice to the Issuer, increase or decrease the 9.99% Cap, provided that any increase will not be effective until the 61st day after such notice is delivered to the Issuer and in no event may exceed 19.99%.

K2HV Equity is an investment vehicle for holding equity securities and may be deemed to directly beneficially own the Ordinary Shares that it holds directly and that it has the right to acquire upon exercise and/or conversion of the Loan Warrants, 2024 Warrants, Tranche 2A Warrants, and Conversion Shares, as reported herein.  Mr. Shah and Mr. Arora serve as the managing members of K2HV Equity and, in such capacities, may be deemed to indirectly beneficially own the Ordinary Shares that K2HV Equity directly beneficially owns.

The business address of each of the Reporting Persons is: 855 Boylston Street, 10th Floor, Boston, MA 02116.

K2HV Equity is a Delaware limited liability company.  Each of Mr. Shah and Mr. Arora is a citizen of the United States of America.

Ordinary shares, par value $0.01 per share (“Ordinary Shares”).

This Item 3 is not applicable.

As of September 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of 61,535,383 Ordinary Shares.  This amount includes 11,235,955 Ordinary Shares held directly by K2HV Equity and an aggregate 50,299,428 Ordinary Shares that K2HV Equity has the right to acquire within 60 days upon exercise and/or conversion of the Loan Warrants, 2024 Warrants, Tranche 2A Warrants, and Conversion Shares, subject to the 9.99% Cap.

As of September 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.99% of the Ordinary Shares outstanding.

The percentages set forth herein are calculated based on the sum of: (i) 565,670,380 Ordinary Shares outstanding as of May 31, 2024, as reported in the Issuer’s registration statement on Form F-3, filed with the Securities and Exchange Commission on June 12, 2024; and (ii) an aggregate 50,299,428 Ordinary Shares issuable to the Reporting Persons within 60 days upon exercise and/or conversion of the Loan Warrants, 2024 Warrants, Tranche 2A Warrants, and Conversion Shares, subject to the 9.99% Cap, which have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

K2HV Equity, Mr. Shah and Mr. Arora
(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	61,535,383
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	61,535,383

This Item 5 is not applicable.

This Item 6 is not applicable.

This Item 7 is not applicable.

This Item 8 is not applicable.

This Item 9 is not applicable.

By signing below each Reporting Person certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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

EXHIBIT INDEX

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Aslan Pharmaceuticals Limited, dated as of November 14, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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