0001140361-22-025957.txt : 20220713 0001140361-22-025957.hdr.sgml : 20220713 20220713212734 ACCESSION NUMBER: 0001140361-22-025957 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220708 FILED AS OF DATE: 20220713 DATE AS OF CHANGE: 20220713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva, Inc. CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 221082103 BUSINESS ADDRESS: STREET 1: 1350 OLD BAYSHORE HIGHWAY STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6502389600 MAIL ADDRESS: STREET 1: 1350 OLD BAYSHORE HIGHWAY STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER NAME: FORMER CONFORMED NAME: THERAVANCE INC DATE OF NAME CHANGE: 20020207 FORMER NAME: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva Strategic Opportunities LLC CENTRAL INDEX KEY: 0001842875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38670 FILM NUMBER: 221082102 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 877 202 1097 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Entasis Therapeutics Holdings Inc. CENTRAL INDEX KEY: 0001724344 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 824592913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 810-0120 MAIL ADDRESS: STREET 1: 35 GATEHOUSE DRIVE CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Entasis Therapeutics Ltd DATE OF NAME CHANGE: 20171204 4 1 form4.xml FORM 4 X0306 4 2022-07-08 0001724344 Entasis Therapeutics Holdings Inc. ETTX 0001080014 Innoviva, Inc. 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 true 0001842875 Innoviva Strategic Opportunities LLC 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 true Former 10% Owner Common Stock 2022-07-08 4 P 0 11671662 2.2 A 21671662 I See footnote Common Stock 18672897 D Common Stock 2022-07-11 4 P 0 7598814 2.2 A 29270476 I See footnote Warrants to Purchase Common Stock Common Stock 18672897 D Convertible Promissory Note Common Stock 0 I See footnote Warrants to Purchase Common Stock Common Stock 10000000 I See footnote All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants. Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022. Shares acquired pursuant to the merger provided for in the Merger Agreement. Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020. As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant. On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva. INNOVIVA, INC., By: /s/ Pavel Raifeld, Chief Executive Officer 2022-07-13 INNOVIVA STRATEGIC OPPORTUNITIES LLC, By: Innoviva, Inc., its managing member, /s/ Pavel Raifeld, Chief Executive Officer 2022-07-13