| Schedule 13D | Page 1 of 5 | |||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fusion Pharmaceuticals Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
36118A100
(CUSIP Number)
HealthCap VII, L.P.
Represented by its general partner
HealthCap VII GP S.A.
Avenue Villamont 23,
CH – 1006
Lausanne, Switzerland
+4121 614 3500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 16, 2023
(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. ☐
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 (however, see the Notes).
| Schedule 13D | Page 2 of 5 | |||
| CUSIP No. 36118A100 |
| 1 |
NAMES OF REPORTING PERSONS
HealthCap VII, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,807,247 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,807,247 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,807,247 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| Schedule 13D | Page 3 of 5 | |||
| CUSIP No. 36118A100 |
| 1 |
NAMES OF REPORTING PERSONS
HealthCap VII GP S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,807,247 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,807,247 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,807,247 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| Schedule 13D | Page 4 of 5 | |||
| CUSIP No. 36118A100 |
Item 2. Identity and Background
Item 2 is hereby amended and supplemented as follows:
The principal business address of each Reporting Person is c/o HealthCap VII GP S.A., Avenue Villamont 23, CH-1005 Lausanne, Switzerland. The principal business of the Reporting Persons and the Managers (as defined below) is venture capital investors focused on the health care sector.
Item 5. Interests in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 62,411,110 outstanding Common Shares, which includes 44,762,514 Common Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 8, 2022, and 17,648,596 Common Shares sold by the Issuer on February 13, 2023 pursuant to a Securities Purchase Agreement, as reported in the Issuer’s Current Report on Form 8-K filed on February 14, 2023.
| Schedule 13D | Page 5 of 5 | |||
| CUSIP No. 36118A100 |
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: March 6, 2023
| HEALTHCAP VII L.P. | ||
| By its general partner HealthCap VII GP SA | ||
| By: | /s/ Dag Richter | |
| Name: Dag Richter | ||
| Title: Director | ||
| By: | /s/ Fabrice Bernhard | |
| Name: Fabrice Bernhard | ||
| Title: General Manager | ||
| HEALTHCAP VII GP SA | ||
| By: | /s/ Dag Richter | |
| Name: Dag Richter | ||
| Title: Director | ||
| By: | /s/ Fabrice Bernhard | |
| Name: Fabrice Bernhard | ||
| Title: General Manager | ||