0000899243-22-033703.txt : 20221017 0000899243-22-033703.hdr.sgml : 20221017 20221017164213 ACCESSION NUMBER: 0000899243-22-033703 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221013 FILED AS OF DATE: 20221017 DATE AS OF CHANGE: 20221017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AFEYAN NOUBAR CENTRAL INDEX KEY: 0001222012 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38901 FILM NUMBER: 221314098 MAIL ADDRESS: STREET 1: C/O FLAGSHIP PIONEERING, INC. STREET 2: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Fund IV, L.P. CENTRAL INDEX KEY: 0001503559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38901 FILM NUMBER: 221314102 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Opportunities Fund I General Partner LLC CENTRAL INDEX KEY: 0001725004 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38901 FILM NUMBER: 221314101 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Fund IV General Partner LLC CENTRAL INDEX KEY: 0001508051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38901 FILM NUMBER: 221314103 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY, SUITE 800E CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Opportunities Fund I, L.P. CENTRAL INDEX KEY: 0001677345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38901 FILM NUMBER: 221314099 BUSINESS ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: ONE MEMORIAL DRIVE STREET 2: 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axcella Health Inc. CENTRAL INDEX KEY: 0001633070 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: THIRD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-868-0949 MAIL ADDRESS: STREET 1: 840 MEMORIAL DRIVE STREET 2: THIRD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Pronutria Biosciences, Inc. DATE OF NAME CHANGE: 20150206 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-13 0 0001633070 Axcella Health Inc. AXLA 0001508051 Flagship Ventures Fund IV General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001503559 Flagship Ventures Fund IV, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001725004 Flagship Ventures Opportunities Fund I General Partner LLC 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001677345 Flagship Ventures Opportunities Fund I, L.P. 55 CAMBRIDGE PARKWAY, SUITE 800E CAMBRIDGE MA 02142 0 0 1 0 0001222012 AFEYAN NOUBAR 55 CAMBRIDGE PARKWAY, SUITE 800E 20 ACORN PARK DRIVE CAMBRIDGE MA 02142 0 0 1 0 Common Stock 2022-10-13 4 P 0 2743902 1.64 A 11344305 I By Flagship Ventures Fund IV, L.P. Common Stock 2022-10-13 4 P 0 2757333 1.64 A 14101638 I By Flagship Ventures Fund IV, L.P. Common Stock 2022-10-13 4 P 0 914634 1.64 A 5380500 I By Flagship Ventures Opportunities I, L.P. Common Stock 2022-10-13 4 P 0 919111 1.64 A 6299611 I By Flagship Ventures Opportunities I, L.P. Common Stock 2022-10-13 4 P 0 3048780 1.64 A 3048780 I By FPA, L.P. Common Stock 2004657 I By Flagship Ventures Fund IV-Rx, L.P. Common Stock 2035830 I By Flagship VentureLabs IV, LLC Common Stock 1761029 I By Flagship Ventures Fund 2007, L.P. On October 13, 2022, Flagship Ventures Fund IV, L.P. ("Flagship Fund IV"), Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities I") and FPA, L.P. ("FPA Fund") purchased 2,743,902 shares, 914,634 shares and 3,048,780 shares, respectively, of the Issuer's Common Stock in a registered direct offering (the "October 2022 Offering") at a price of $1.64 per share pursuant to a Securities Purchase Agreement dated October 13, 2022. Shares held by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Represents shares of Common Stock issued upon conversion of unsecured convertible promissory notes (the "Notes") previously held by Flagship Fund IV and Flagship Opportunities I that were issued pursuant to the terms of the Securities Purchase Agreement dated September 20, 2022. In connection with the October 2022 Offering, the conversion price of the Notes became fixed at $1.64 and the outstanding principal plus accrued interest of the Notes held by Flagship Fund IV and Flagship Opportunities I automatically converted into 2,757,333 shares and 919,111 shares, respectively, of the Issuer's Common Stock. Shares held by Flagship Opportunities I. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities GP") is the general partner of Flagship Opportunities I. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Opportunities GP. Each of the reporting persons except for Flagship Opportunities I disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. Shares held by FPA Fund. FPA General Partner LLC ("FPA Fund GP") is the general partner of FPA Fund. Flagship Pioneering, Inc. ("Flagship Pioneering") is the manager of FPA Fund GP. Noubar B. Afeyan, Ph.D. is the CEO and sole stockholder of Flagship Pioneering. Each of the reporting persons except for FPA Fund disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship Ventures Fund IV-Rx, L.P., ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for Flagship Fund IV-Rx disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship VentureLabs IV, LLC ("VentureLabs IV"). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Fund IV GP is the general partner of Flagship Fund IV. Noubar B. Afeyan, Ph.D. is the sole manager of Flagship Fund IV GP. Each of the reporting persons except for VentureLabs IV disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Shares held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund 2007"). Flagship Ventures Fund 2007 General Partner LLC ("Fund 2007 GP") is the general partner of Flagship Fund 2007. Noubar B. Afeyan, Ph.D. is the sole manager of Fund 2007 GP. Each of the reporting persons except for Flagship Fund 2007 disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 2022-10-17 Flagship Ventures Fund IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 2022-10-17 Flagship Ventures Opportunities Fund I General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 2022-10-17 Flagship Ventures Opportunities Fund I, L.P. By: Flagship Ventures Opportunities Fund I General Partner LLC, its general partner, By: /s/ Noubar B. Afeyan, Ph.D., Name: Noubar B. Afeyan, Ph.D., Title: Manager 2022-10-17 Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D. 2022-10-17