UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

PHASEBIO PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

717224109

(CUSIP Number)

Clay B. Thorp

Hatteras Venture Partners

280 S. Mangum Street, Suite 350

Durham, North Carolina 27701

(919) 484-0730

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

October 22, 2018

(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 which 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 §§ 240.13d-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).

 

 

 

CUSIP No. 717224109		13D		Page 2 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Hatteras Venture Advisors III, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
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   2,220,376
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,220,376
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,220,376
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.3%*
14		TYPE OF REPORTING PERSON   OO

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 3 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Hatteras Venture Partners III, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
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   1,756,251
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   1,756,251
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,756,251
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.4%*
14		TYPE OF REPORTING PERSON   PN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 4 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Hatteras Venture Affiliates III, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
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   157,224
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   157,224
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   157,224
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.7%*
14		TYPE OF REPORTING PERSON   PN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 5 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Venture Capital Multiplier Fund, LP, Series B
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
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   266,481
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   266,481
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   266,481
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.1%*
14		TYPE OF REPORTING PERSON   PN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 6 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Catalysta Ventures, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
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   57,536
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   57,536
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   57,536
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.2%*
14		TYPE OF REPORTING PERSON   OO

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 7 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Hatteras Venture Partners I, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
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   52,690
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   52,690
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   52,690
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.2%*
14		TYPE OF REPORTING PERSON   PN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 8 of 19 Pages

 

1		NAME OF REPORTING PERSON:   John Crumpler
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,277,912
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,277,912
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,277,912
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.6%*
14		TYPE OF REPORTING PERSON   IN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 9 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Robert A. Ingram
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,220,376
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,220,376
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,220,376
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.3%*
14		TYPE OF REPORTING PERSON   IN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 10 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Kenneth B. Lee
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,220,376
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,220,376
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,220,376
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.3%*
14		TYPE OF REPORTING PERSON   IN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 11 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Douglas Reed
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   2,220,376
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   2,220,376
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,220,376
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.3%*
14		TYPE OF REPORTING PERSON   IN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 12 of 19 Pages

 

1		NAME OF REPORTING PERSON:   Clay B. Thorp
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   11,799
				8		SHARED VOTING POWER   2,277,912
				9		SOLE DISPOSITIVE POWER   11,799
				10		SHARED DISPOSITIVE POWER   2,277,912
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,289,711
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.6%*
14		TYPE OF REPORTING PERSON   IN

*This percentage is calculated based upon 23,803,789 shares outstanding upon the closing of the IPO (as defined herein), as set forth in the Issuer’s final prospectus dated October 17, 2018, filed with the Securities and Exchange Commission on October 19, 2018.

CUSIP No. 717224109		13D		Page 13 of 19 Pages

 

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of PhaseBio Pharmaceuticals, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 1 Great Valley Parkway, Suite 30, Malvern, Pennsylvania 19355.

Item 2. Identity and Background.

 

(a)	This Schedule 13D is being filed on behalf of the following persons pursuant to Rule 13d-1 of Regulation D-G under the Act:

Hatteras Venture Advisors III, LLC (“HVA III”)

Hatteras Venture Partners III, LP (“HVP III”)

Hatteras Venture Affiliates III, LP (“HV Affiliates”)

Venture Capital Multiplier Fund, LP, Series B (“Multiplier Fund”)

Catalysta Ventures, LLC (“Catalysta”)

Hatteras Venture Partners I, LP (“HVP I”)

John Crumpler

Robert A. Ingram

Kenneth B. Lee

Douglas Reed

Clay B. Thorp

(collectively, the “Reporting Persons”)

 

(b)	The Reporting Persons’ business address is 280 S. Mangum Street, Suite 350 Durham, North Carolina 27701.

 

(c)	The principal business of HVA III, HVP III, HV Affiliates, Multiplier Fund, Catalysta and HVP I is investments.

Catalysta is under common control with HVA III. Catalysta is the general partner of HVP I. The securities held directly by HVP I are indirectly held by Catalysta, which may be deemed to share voting and dispositive power with regard to the securities directly held by HVP I. The individual managers of Catalysta are Clay B. Thorp and John Crumpler, who may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I.

HVA III is the general partner of HVP III, HV Affiliates and Multiplier Fund. The securities held directly by HVP III, HV Affiliates and Multiplier Fund are indirectly held by HVA III. The individual managers of HVA III are Clay B. Thorp, Robert A. Ingram, Kenneth B. Lee, Douglas Reed, MD and John Crumpler (the “GP Directors”). HVA III and the GP Directors may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund.

 

(d) – (e)

During the last five years, the Reporting Persons: (i) have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in them being 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.

 

(f)

HVA III and Catalysta are limited liability companies organized under the laws of the State of Delaware. HVP III, HV Affiliates, Multiplier Fund and HVP I are limited partnerships organized under the laws of the State of Delaware. John Crumpler, Robert A. Ingram, Kenneth B. Lee, Douglas Reed and Clay B. Thorp are citizens of the United States.

CUSIP No. 717224109		13D		Page 14 of 19 Pages

 

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

The Reporting Persons are filing this Schedule 13D as a result of the purchase of an aggregate of 300,000 shares of Common Stock in the Issuer’s initial public offering, which closed on October 22, 2018 (the “IPO”), for an aggregate purchase price of $1,500,000. In connection with the IPO, all outstanding shares of the Issuer’s redeemable convertible preferred stock (the “Preferred Stock”) converted into shares of Common Stock on a one-for-one basis, resulting in the receipt by the Reporting Persons of an aggregate of 2,158,049 additional shares of Common Stock. The shares were purchased on behalf of the Reporting Persons using their investment capital or funds under management. All share numbers reported herein give effect to a 11.0634-for-1 reverse stock split of the Common Stock and Preferred Stock effected on October 4, 2018.

Item 4. Purpose of Transaction.

Except as set forth in Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Securities Exchange Act of 1934 (the “Act”). The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) 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.

Clay B. Thorp has served on the board of directors of the Issuer since 2002 and as its chairman since November 2015. As a director and chairman of the Issuer, Mr. Thorp may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

 

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons.

Securities beneficially owned by HVA III, HVP III, John Crumpler, Robert A. Ingram, Kenneth B. Lee, Douglas Reed and Clay B. Thorp include 7,909 shares of Common Stock issuable upon the exercise of warrants held directly by HVP III. Securities beneficially owned by HVA III, HV Affiliates, John Crumpler, Robert A. Ingram, Kenneth B. Lee, Douglas Reed and Clay B. Thorp include 718 shares of Common Stock issuable upon the exercise of warrants held directly by HV Affiliates.

 

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)

Reference is made to the discussion in Item 3. Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the last 60 days.

 

(d)

Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.

 

(e)

Not applicable.

CUSIP No. 717224109		13D		Page 15 of 19 Pages

 

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

Registration Rights

HVP III, HV Affiliates, Multiplier Fund, HVP I, Clay B. Thorp and certain holders of the Common Stock entered into the Fourth Amended and Restated Investor Rights Agreement with the Issuer on August 27, 2018 (the “Investor Rights Agreement”). Capitalized terms used herein and not defined have the meanings as defined in the Investor Rights Agreement. Pursuant to the Investor Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

Demand Registration Rights

At any time beginning April 17, 2019, the holders of at least 60% of the Registrable Securities then outstanding have the right to make a demand that the Issuer file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering Registrable Securities then outstanding, subject to specified exceptions.

Piggyback Registration Rights

If the Issuer registers any securities for public sale, the holders of the Registrable Securities then outstanding will each be entitled to notice of the registration and will have the right to include their shares in the registration statement.

The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement, but not below 25% of the total number of securities included in such registration.

Registration on Form S-3

If the Issuer is eligible to file a registration statement on Form S-3, the holders of Registrable Securities have the right to demand that the Issuer file registration statements on Form S-3; provided, that the aggregate price to the public of the securities to be sold under the registration statement is at least $2.5 million. The right to have such shares registered on Form S-3 is further subject to other specified conditions and limitations.

Expenses of Registration

The Issuer will pay all expenses relating to any demand, piggyback or Form S-3 registration, other than stock transfer taxes or underwriting discounts and commissions, subject to specified conditions and limitations.

Termination of Registration Rights

The registration rights will terminate upon the earlier of a liquidation event or a written agreement between the Issuer and holders of at least 60% of the outstanding Registrable Securities. The registration rights will terminate with respect to any particular stockholder when such stockholder (a) is able to sell all of its shares pursuant to Rule 144 under the Securities Act or (b) holds one percent or less of the Common Stock and such stockholder is able to sell all Registrable Securities during a 90-day period pursuant to Rule 144 under the Securities Act.

The foregoing description of the terms of the Investor Rights Agreement is not complete and is qualified in its entirety by reference to the text of the Investor Rights Agreement, which is referenced as Exhibit 7.03, and incorporated herein by reference.

Lock-up Agreement

In connection with the IPO, the Issuer and all directors (including Clay B. Thorp) and officers and the holders of substantially all of the outstanding shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock outstanding upon the completion of the IPO (including the Reporting Persons) have agreed, subject to certain exceptions, with the underwriters for the IPO not to directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any shares of Common Stock or any options to purchase shares of our Common Stock, or any securities convertible into or exchangeable for shares of Common Stock during the period continuing through April 15, 2019, except with the prior written consent of Citigroup Global Markets Inc. and Cowen and Company, LLC.

CUSIP No. 717224109		13D		Page 16 of 19 Pages

 

The foregoing description of the terms of the lock-up agreement is not complete and is qualified in its entirety by reference to the text of the form of lock-up agreement, which is referenced as Exhibit 7.04, and incorporated herein by reference.

Other than as described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

CUSIP No. 717224109		13D		Page 17 of 19 Pages

 

Item 7.

Material to Be Filed as Exhibits.

EXHIBIT INDEX

 

Exhibit		Description
7.01		Joint Filing Agreement.
7.02		Power of Attorney.
7.03		Fourth Amended and Restated Investor Rights Agreement by and among the Registrant and certain of its stockholders, dated August  27, 2018 (incorporated by reference to Exhibit 4.4 to the Issuer’s Registration Statement on Form S-1, filed on September 21, 2018).
7.04		Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1, filed on October 5, 2018).

CUSIP No. 717224109		13D		Page 18 of 19 Pages

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 1, 2018

 

CUSIP No. 717224109		13D		Page 19 of 19 Pages

 

Exhibit 7.01

JOINT FILING AGREEMENT

This Joint Filing Agreement (the “Joint Filing Agreement”), dated as of November 1, 2018, is entered into by and among the signatories below (the “Parties”).

Each of the Parties may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of common stock, par value $0.001 per share, of PhaseBio Pharmaceuticals, Inc., beneficially owned by it from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the Parties hereby agrees to be responsible for (1) the timely filing of the Schedule 13D and any amendments thereto on behalf of the Parties, (2) the completeness and accuracy of the information concerning itself contained in such Schedule 13D or amendment thereto and (3) to the extent a Party knows or has reason to believe the information concerning another Party contained in such Schedule 13D or amendment thereto is inaccurate, the completeness and accuracy of the information concerning such other Party contained in such Schedule 13D or amendment thereto.

This Joint Filing Agreement may be terminated by any of the Parties upon one week’s prior written notice or such lesser period of notice as the Parties may mutually agree.

[Signature Page Follows]

Each Party hereby executes and delivers this Joint Filing Agreement as of the date first above written.

 

 

[SIGNATURE PAGE TO JOINT FILING AGREEMENT]

 

[SIGNATURE PAGE TO JOINT FILING AGREEMENT]

Exhibit 7.02

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Clay B. Thorp, signing individually, the undersigned’s true and lawful attorney-in-fact and agent to:

(1)    Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) statements of beneficial ownership on Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in the undersigned’s capacity as a beneficial owner of more than 5% of a registered class of securities of PhaseBio Pharmaceuticals, Inc. (the “Company”);

(2)    Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

(3)    Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, and his substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorney-in fact or (c) until such attorney-in-fact is no longer affiliated with Hatteras Venture Partners.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: November 1, 2018