SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 87 89

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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.

 

 

 

2

 

 

3

 

 

4

 

 

5

 

 

6

 

 

7

 

Item 1. Security and Issuer.

 

This Statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.001 per share, (“Common Shares”) of Millendo Therapeutics, Inc. (f/k/a Ovascience, Inc.), a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 9 Fourth Avenue, Waltham, MA 02451, United States.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed jointly by, (i) Fonds Innobio FPCI (“Innobio”), a fonds professionnel de capital investissement, (ii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“Bpifrance Investissement”), (iii) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“Bpifrance”), a société anonyme incorporated under the laws of the Republic of France. Innobio, Bpifrance Investissement, Bpifrance Participations, CDC, EPIC and Bpifrance are referred to herein collectively as the “Reporting Persons.” The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Innobio, Bpifrance Investissement, Bpifrance Participations, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public company specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is a wholly-owned subsidiary of Bpifrance, a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% of the share capital of Bpifrance and jointly control Bpifrance.  CDC is principally engaged in the business of long-term investments.  EPIC, a French public institution of industrial and commercial nature, is principally engaged in the holding of Bpifrance’s shares. Innobio is a fund managed by Bpifrance Investissement. The main aim of the fund is to make equity investments in innovative companies providing technology, products and services for health care. Bpifrance Investissement is a wholly-owned subsidiary of Bpifrance Participations.

 

As of the Effective Time (as defined below), Innobio held directly 1,078,670 Common Shares. None of Bpifrance, CDC, EPIC, Bpifrance Participations nor Bpifrance Investissement held any Common Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 1,078,670  Common Shares held by Innobio, through its management of Innobio. Bpifrance Participations may be deemed to be the beneficial owner of 1,078,670  Common Shares, indirectly through its sole ownership of Bpifrance Investissement. Bpifrance may be deemed to be the beneficial owner of 1,078,670  Common Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 1,078,670  Common Shares, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of 1,078,670  Common Shares indirectly through its joint ownership and control of Bpifrance.

 

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance Investissement, CDC,  EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.  Innobio is formed under the laws of the Republic France as a fonds professionnel de capital investissement.  Innobio does not have legal capacity under French law or its own personnel, and is represented in all respects by Bpifrance Investissement, its manager.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

On December 7, 2018, Innobio acquired 1,078,670 Common Shares in connection with the merger of Millendo Therapeutics, Inc. (“Millendo”) with the Issuer (f/k/a Ovascience, Inc.), as more fully described in Item 4 below.  Innobio obtained the funds to purchase the Common Shares from working capital.

 

8

 

Item 4. Purpose of Transaction.

 

On August 8, 2018, the Issuer (then known as Ovascience, Inc.) entered into an Agreement and Plan of Merger and Reorganization, as may be amended from time to time (the “Merger Agreement”) pursuant to which a wholly owned subsidiary of the Issuer merged with and into Millendo, with Millendo surviving as a wholly owned subsidiary of the Issuer (the “Merger”). At the closing of the Merger on December 7, 2018 (the “Effective Time”), each share of Millendo common stock, par value $0.001 per share (“Millendo Common Stock”) (excluding certain shares to be cancelled pursuant to the Merger Agreement, and shares held by stockholders who have exercised and perfected appraisal rights or dissenters’ rights), outstanding immediately prior to the Effective Time were converted into the right to receive Common Shares of the Issuer equal to an exchange ratio as discussed in the Merger Agreement. At the Effective Time, the Issuer’s corporate name was changed from Ovascience, Inc. to Millendo Therapeutics, Inc.

 

Prior to the Effective Time, Innobio held 2,014,794 class-1 common stock of Millendo, 2,112,874 shares of Series A-1 preferred stock of Millendo and 6,666,139 shares of Series B-1 preferred stock of Millendo. Each share of Millendo preferred stock and Millendo class-1 common stock were converted into Millendo Common Stock prior to the Effective Time.

 

Innobio, as part of an investor syndicate, also acquired Millendo Common Stock as part of a private placement financing (the “Pre-Closing Financing”) that was completed prior to the Effective Time. Innobio obtained the funds to purchase the Millendo Common Stock issued in the Pre-Closing Financing from working capital. At the Effective Time, the Millendo Common Stock acquired in the Pre-Closing Financing, together with the Millendo Common Stock held by Innobio upon conversion of the Millendo preferred stock and the Millendo class-1 common stock were converted into 1,078,670 Common Shares.

 

As a condition to the closing of the Merger, Innobio entered into a lock-up agreement with the Issuer and Millendo pursuant to which Innobio has agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, the Common Shares, including, as applicable, Common Shares received in the Merger and issuable upon exercise of certain options, in each case from the Effective Time until the date that is 180 days from the Effective Time.

 

All of the Common Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Common Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Common Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5. Interest in Securities of the Issuer.

 

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

As of the Effective Time, Innobio held directly 1,078,670 Common Shares. None of Bpifrance, CDC, EPIC, Bpifrance Participations nor Bpifrance Investissement held any Common Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 1,078,670 Common Shares held by Innobio, through its management of Innobio. Bpifrance Participations may be deemed to be the beneficial owner of 1,078,670 Common Shares, indirectly through through its sole ownership of Bpifrance Investissement. Bpifrance may be deemed to be the beneficial owner of 1,078,670 Common Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 1,078,670 Common Shares, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of 1,078,670 Common Shares indirectly through its joint ownership and control of Bpifrance.

 

(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Common Shares beneficially owned by each Reporting Person is based on 12,914,312 outstanding Common Shares of the Issuer, as of the Effective Time.

 

(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

 

9

 

(c) There have been no reportable transactions with respect to the Common Shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D and Schedule I attached hereto, which is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The description of the lock-up agreement in Item 4 of this Schedule 13D is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

99.1 — Joint Filing Agreement dated as of December 13, 2018, by and among the Reporting Persons.

 

99.2 — Agreement and Plan of Merger and Reorganization, dated as of August 8, 2018, as amended, by and among the Issuer, Orion Merger Sub, Inc. and Millendo, previously filed with the Securities and Exchange Commission on August 9, 2018 as Exhibit 2.1 to the Current Report on Form 8-K, and hereby incorporated herein by reference.

 

99.3 — Lock-Up Agreement, dated as of August 8, 2018, by and among Innobio, the Issuer, and Millendo, the form of which was previously filed with the Securities and Exchange Commission on August 9, 2018 as Exhibit 2.4 to the Current Report on Form 8-K, and hereby incorporated herein by reference.

 

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.

 

Dated: December 13, 2018

 

	Fonds Innobio FPCI
	By:	/s/ Sophie Paquin*
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs (Bpifrance Investissement S.A.S.)
	Bpifrance Investissement S.A.S.
	By:	/s/ Sophie Paquin*
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Bpifrance Participations S.A.
	By:	/s/ Sophie Paquin**
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Caisse des Dépôts
	By:	/s/ Eric Flamarion***
	Name:	Eric Flamarion
	Title:	Head of Financial Investment Division
	EPIC Bpifrance
	By:	/s/ Sophie Paquin****
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Bpifrance S.A.
	By:	/s/ Boubakar Dione*****
	Name:	Boubakar Dione
	Title:	Group Director of Legal Affairs

 

* Sophie Paquin is signing on behalf of Bpifrance Investissement S.A.S. by power of attorney previously filed with the Securities and Exchange Commission on February 12, 2018 as Exhibit 2 to Schedule 13G/A filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

** Sophie Paquin is signing on behalf of Bpifrance Participations S.A. by power of attorney previously filed with the Securities and Exchange Commission on February 8, 2018 as Exhibit 1 to Schedule 13D/A filed by Bpifrance Participations related to CGG, and hereby incorporated herein by reference.

 

*** Eric Flamarion is signing on behalf of Caisse des Dépôts by executive order from the general manager of Caisse des Dépôts previously filed with the Securities and Exchange Commission on May 7, 2018 as Exhibit 99.2 to Schedule 13D/A filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

11

 

**** Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G/A filed by Bpifrance Participations related to Orange S.A., and hereby incorporated herein by reference.

 

***** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D/A filed by Bpifrance Participations related to Constellium N.V., and hereby incorporated herein by reference.

 

12

 

APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE INVESTISSEMENT

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Investissement are set forth below. The business address of each director and executive officer is Bpifrance Investissement S.A.S., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at L’Oreal
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade

 

EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

13

 

APPENDIX B

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at L’Oreal
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade

 

EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

14

 

APPENDIX C

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Chief Executive Officer of Caisse des Dépôts
OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance
VIRGINIE CHAPRON-DU-JEU		Director of Finance for the Caisse des Dépôts Group
PIERRE CHEVALIER		Head of Legal and Tax Department
PAULINE CORNU-THENARD		Risk Director of the Caisse des Dépôts Group
OLIVIER MAREUSE		Chief Investment officer - Director of Savings Funds at Caisse des Dépôts
CATHERINE MAYENOBE		Secretary General of Caisse des Dépôts Group
PAUL PENY		Caisse des Dépôts Group Human Resources Director
SOPHIE QUATREHOMME		Group Corporate Communications Director
MICHEL YAHIEL		Pensions and Solidarity Director

 

15

 

APPENDIX D

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
PIERRE LEPETIT		Chairman, Chief Executive Officer of EPIC Bpifrance
PIERRE-LOUIS AUTIN		Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
YANN POUÊZAT		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
VERONIQUE BARRY		Director, Deputy Director at the innovation and entrepreneurship department of the French Ministry of Economy and Finance
JULIEN CABES		Director, Investment Manager at the Agence des Participations de l’Etat (French State Shareholding Agency)

 

16

 

APPENDIX E

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Chairman, Chief Executive Officer of the Caisse des Dépôts
NICOLAS DUFOURCQ		Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
GUILLAUME BOUDY		Director, General Secretary for Public Investment
MARIE, MARGUERITE DUFAY		Director, Chairman of the Regional Council of Bourgogne Franche-Comté
MARTIN VIAL		Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
FLORENCE MAS		Director, Regional Director for Normandie at Caisse des Dépôts
ELISABETH HENRY-PEREZ		Director representing the employees of Bpifrance
ERIC VERKANT		Director representing the employees of Bpifrance
VIRGINIE CHAPRON-DU JEU		Director, Group Finance Director of the Caisse des Dépôts
CLAIRE DUMAS		Director, Finance Director of Retail Banking France at Société Générale
CLAIRE CHEREMETINSKI		Director, Head of Department of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
HERVE MORIN		Director, Chairman of the Regional Council of Normandie
OLIVIER SICHEL		Director, Deputy Chief Executive Officer of the Caisse des Dépôts
BERNARD DELPIT		Director, Chief Financial Officer of Safran

 

17

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated: December 13, 2018

 

	Fonds Innobio FPCI
	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs (Bpifrance Investissement S.A.S.)
	Bpifrance Investissement S.A.S.
	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Bpifrance Participations S.A.
	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Caisse des Dépôts
	By:	/s/ Eric Flamarion
	Name:	Eric Flamarion
	Title:	Head of Financial Investment Division
	EPIC Bpifrance
	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Bpifrance S.A.
	By:	/s/ Boubakar Dione
	Name:	Boubakar Dione
	Title:	Group Director of Legal Affairs