0001193125-22-041799.txt : 20220214 0001193125-22-041799.hdr.sgml : 20220214 20220214162201 ACCESSION NUMBER: 0001193125-22-041799 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: JOE LEWIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CymaBay Therapeutics, Inc. CENTRAL INDEX KEY: 0001042074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943103561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87950 FILM NUMBER: 22632526 BUSINESS ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-293-8800 MAIL ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX, INC. DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX INC DATE OF NAME CHANGE: 19970710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12860 EL CAMINO REAL STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 12860 EL CAMINO REAL STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13G/A 1 d221330dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

CYMABAY THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

23257D103

(CUSIP Number)

December 31, 2021

(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).

 

 

 

Page 2 of 7

CUSIP No. 23257D103

 

  1    

  Name of reporting persons.

 

  Boxer Capital, LLC

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (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.

 

  -0-

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  -0-

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  -0-

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.0%*

12  

  Type of reporting person

 

  OO

Page 3 of 7

CUSIP No. 23257D103

 

  1    

  Name of reporting persons.

 

  Boxer Asset Management Inc.

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  3  

  SEC use only.

 

  4  

  Citizenship or place of organization.

 

  Bahamas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

  Sole voting power.

 

  -0-

   6  

  Shared voting power.

 

  -0-

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  -0-

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  -0-

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.0%

12  

  Type of reporting person

 

  CO

Page 4 of 7

CUSIP No. 23257D103

 

  1    

  Name of reporting persons.

 

  Joe Lewis

  2  

  Check the appropriate box if a member of a group. (See instructions)

  (a)  ☐        (b)  ☒

 

  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.

 

  -0-

   7  

  Sole dispositive power.

 

  -0-

   8  

  Shared dispositive power.

 

  -0-

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  -0-

10  

  Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

  ☐

11  

  Percent of class represented by amount in row (9).

 

  0.0%

12  

  Type of reporting person

 

  IN

Page 5 of 7

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on September 24, 2020 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”) and Joe Lewis (together with Boxer Capital and Boxer Management, the “Reporting Persons). The Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing, as amended.

Item 4. Ownership.

 

  (a)

Amount beneficially owned:

The Reporting Persons do not own any shares of Common Stock.

 

  (b)

Percent of class:

The Reporting Persons do not own any shares of Common Stock.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

 

  (ii)

Shared power to vote or to direct the vote:

None of the Reporting Persons has shared power to vote or to direct the vote of any shares of Common Stock.

 

  (iii)

Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.

 

  (iv)

Shared power to dispose or to direct the disposition of:

None of the Reporting Persons has shared power to dispose or to direct the disposition of any shares of Common Stock.

Item 5. Ownership of Five Percent or Less of a Class.

With respect to each Reporting Person:

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 5 percent of the class of securities, check the following ☒.

Item 10. Certification.

(c) 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.

Page 6 of 7

 

Exhibits

 

1    Joint Filing Agreement, dated September 24, 2020, among the Reporting Persons, incorporated herein by reference to Exhibit 1 to the Original Filing.

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.

February 14, 2022

 

BOXER CAPITAL, LLC
By:  

/s/ Aaron I. Davis

Name:   Aaron I. Davis
Title:   Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:  

/s/ Jason Callender

Name:   Jason Callender
Title:   Director
JOSEPH C. LEWIS

/s/ Joseph C. Lewis

Joseph C. Lewis, Individually