UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. __)*
ATEA PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
04683R106
(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) |
| x | 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).
CUSIP No. 04683R106
| 1. | Names of Reporting Persons Morningside Venture Investments Ltd | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | x | |
| (b) | ¨ | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization British Virgin Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 6,634,956 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 6,634,956 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,634,956 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row (9) 8.03% (1) |
| 12. | Type of Reporting Person (See Instructions) CO |
(1) Based upon 82,616,937 shares of Common Stock outstanding as of December 10, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 10, 2020.
2
CUSIP No. 04683R106
| 1. | Names of Reporting Persons Frances Anne Elizabeth Richard | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | x | |
| (b) | o | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 6,634,956 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 6,634,956 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,634,956 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row (9) 8.03% (1) |
| 12. | Type of Reporting Person (See Instructions) IN |
(1) Based upon 82,616,937 shares of Common Stock outstanding as of December 10, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on December 10, 2020.
3
CUSIP No. 04683R106
| 1. | Names of Reporting Persons Cheung Ka Ho | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | x | |
| (b) | o | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization Hong Kong | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 6,634,956 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 6,634,956 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,634,956 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row (9) 8.03% (1) |
| 12. | Type of Reporting Person (See Instructions) IN |
(1) Based upon 82,616,937 shares of Common Stock outstanding as of December 10, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on December 10, 2020.
4
CUSIP No. 04683R106
| 1. | Names of Reporting Persons Jill Marie Franklin | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | x | |
| (b) | o | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 6,634,956 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 6,634,956 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,634,956 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row (9) 8.03% (1) |
| 12. | Type of Reporting Person (See Instructions) IN |
(1) Based upon 82,616,937 shares of Common Stock outstanding as of December 10, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on December 10, 2020.
5
CUSIP No. 04683R106
| 1. | Names of Reporting Persons Peter Stuart Allenby Edwards | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | x | |
| (b) | o | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 6,634,956 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 6,634,956 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,634,956 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row (9) 8.03% (1) |
| 12. | Type of Reporting Person (See Instructions) IN |
(1) Based upon 82,616,937 shares of Common Stock outstanding as of December 10, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on December 10, 2020.
6
CUSIP No. 04683R106
| Item 1. | |||
| (a) | Name of Issuer Atea Pharmaceuticals, Inc. | ||
| (b) |
Address of Issuer’s Principal Executive Offices Boston, MA 02110 | ||
| Item 2. | |||
| (a) |
Name of Person Filing Frances Anne Elizabeth Richard Cheung Ka Ho Jill Marie Franklin Peter Stuart Allenby Edwards | ||
| (b) |
Address of Principal Business Office or, if none, Residence 2nd Floor, Le Prince De Galles 3-5 Avenue Des Citronniers MC 98000, Monaco
With copies to: Rosemary G. Reilly Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 | ||
| (c) |
Citizenship Frances Anne Elizabeth Richard – United Kingdom Cheung Ka Ho – Hong Kong Jill Marie Franklin – United Kingdom Peter Stuart Allenby Edwards – United Kingdom | ||
| (d) | Title of Class of Securities Common Stock, $0.001 par value per share (“Common Stock”) | ||
| (e) | CUSIP Number 04683R106 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
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CUSIP No. 04683R106
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d–1(b)(1)(ii)(J). |
| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) |
Amount beneficially owned: (2)
Morningside Venture Investments Ltd – 6,634,956
| ||
| (b) |
Percent of class:
Morningside Venture Investments Ltd – 8.03%
| ||
| (c) |
Number of shares as to which the person has:
| ||
| (i) |
Sole power to vote or to direct the vote
Morningside Venture Investments Ltd – 0 shares
| ||
| (ii) |
Shared power to vote or to direct the vote
Morningside Venture Investments Ltd – 6,634,956
shares | ||
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CUSIP No. 04683R106
| (iii) |
Sole power to dispose or to direct the disposition of
Morningside Venture Investments Ltd – 0 shares
| ||
| (iv) |
Shared power to dispose or to direct the disposition of
Morningside Venture Investments Ltd – 6,634,956 shares
| ||
|
(2) This statement is filed by: (i) Morningside Venture Investments Ltd, a British Virgin Islands exempted company (“MVIL”), with respect to the Common Stock directly and beneficially owned by it; (ii) 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; (iii) Cheung Ka Ho, with respect to the Common Stock beneficially owned by him as a result of his position as a director with MVIL; (iv) Jill Marie Franklin, with respect to the Common Stock beneficially owned by her as a result of her position as a director of MVIL; and (v) 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. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Frances Anne Elizabeth Richard, Cheung Ka Ho, Jill Marie Franklin, and Peter Stuart Allenby Edwards are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL. Ms. Richard, Mr. Cheung, Ms. Franklin and Mr. Edwards each disclaims beneficial ownership of the securities owned directly by MVIL. MVIL is ultimately wholly beneficially owned by a trust over which Adriel Wenbwo Chan and Wong Yuk Lan share authority to remove the trustee. | |||
| 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| 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 | ||
| See attached for identification of Members of the Group. | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not applicable. | |||
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CUSIP No. 04683R106
| Item 10. | Certification |
| By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11. | |
10
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. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
| Dated: February 11, 2021 | ||
| MORNINGSIDE VENTURE INVESTMENTS LTD | ||
| By: | /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard, Director | ||
| /s/ Frances Anne Elizabeth Richard | ||
| Frances Anne Elizabeth Richard | ||
| /s/ Cheung Ka Ho | ||
| Cheung Ka Ho | ||
| /s/ Jill Marie Franklin | ||
| Jill Marie Franklin | ||
| /s/ Peter Stuart Allenby Edwards | ||
| Peter Stuart Allenby Edwards | ||
11
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13G (including amendments thereto) jointly on behalf of each such party.
| MORNINGSIDE VENTURE INVESTMENTS LTD | ||
| By: | /s/ Frances Anne Elizabeth Richard | |
| Frances Anne Elizabeth Richard, Director | ||
| /s/ Frances Anne Elizabeth Richard | ||
| Frances Anne Elizabeth Richard | ||
| /s/ Cheung Ka Ho | ||
| Cheung Ka Ho | ||
| /s/ Jill Marie Franklin | ||
| Jill Marie Franklin | ||
| /s/ Peter Stuart Allenby Edwards | ||
| Peter Stuart Allenby Edwards | ||