SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Harpoon Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
41358P106
(CUSIP Number)
Marcus Karia, Group Finance Director
20 Berkeley Square,
Mayfair, London
W1J 6EQ, United Kingdom
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 27, 2020
(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 §240.13d-7(b) 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
CUSIP No. 41358P 10 6
| (1) | NAMES OF REPORTING PERSONS
Arix Bioscience Plc | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
OO | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
0 | ||||
| (8) | SHARED VOTING POWER
2,193,704(1) | |||||
| (9) | SOLE DISPOSITIVE POWER
0 | |||||
| (10) | SHARED DISPOSITIVE POWER
2,193,704(1) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,193,704(1) | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (2) | |||||
| (14) | TYPE OF REPORTING PERSON (See Instructions)
HC | |||||
| (1) | The shares are directly beneficially owned by Arix Bioscience Holdings Limited (“Arix Ltd.”). Arix Bioscience Plc (“Arix Plc”) is the sole owner and parent of Arix Ltd. and may be deemed to indirectly beneficially own the shares held by Arix Ltd. |
| (2) | The percentage set forth on the cover sheet is calculated based on 24,997,916 shares of Harpoon Therapeutics, Inc.’s (the “Issuer”) common stock, par value $0.0001 per share (“Common Stock”), outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2020 (the “Form 10-Q”). |
2
CUSIP No. 41358P 10 6
| (1) | NAMES OF REPORTING PERSONS
Arix Bioscience Holdings Limited | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (See Instructions)
WC | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
0 | ||||
| (8) | SHARED VOTING POWER
2,193,704(1) | |||||
| (9) | SOLE DISPOSITIVE POWER
0 | |||||
| (10) | SHARED DISPOSITIVE POWER
2,193,704(1) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,193,704(1) | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(2) | |||||
| (14) | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | The shares are directly beneficially owned by Arix Ltd. Arix Plc is the sole owner and parent of Arix Ltd. and may be deemed to indirectly beneficially own the shares held by Arix Ltd. |
| (2) | The percentage set forth on the cover sheet is calculated based on 24,997,916 shares of the Issuer’s Common Stock outstanding as of April 30, 2020, as reported by the Issuer in its Form 10-Q. |
3
This Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2019, as previously amended by Amendment No. 1 (“Amendment No. 1”) to Schedule 13D, filed with the Commission on December 11, 2019 (collectively, the “Schedule 13D”), by the Reporting Persons with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Harpoon Therapeutics, Inc., a Delaware corporation (the “Issuer”), is hereby amended and supplemented by this Amendment No. 2 (“Amendment No. 2”) to Schedule 13D to furnish the additional information set forth herein. Capitalized terms used by not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise described herein, the information contained in the Schedule 13D remains in effect.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended by amending Item 2(a), (c) and (f) as follows:
| (a) | This Schedule 13D is being filed by the following persons, each of whom is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”: |
| 1. | Arix Bioscience Plc (“Arix Plc”); and |
| 2. | Arix Bioscience Holdings Limited (“Arix Ltd.”). |
Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.
| (c) | The principal business of each of the Reporting Persons is the global healthcare and life science business. |
| (f) | Each of the Reporting Persons is a company formed under the laws of England and Wales. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to add the following paragraph:
This Amendment No. 2 is being filed to update the aggregate percentage of Common Stock of the Issuer owned by the Reporting Person due to sales of the Issuer’s Common Stock by the Reporting Persons in multiple transactions on May 27, 2020 and May 28, 2020, as well as changes caused by the issuance of additional Common Stock by the Issuer since the date of the Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by adding the following paragraph and by amending Item 5(a), (b) and (c) as follows:
The information reported below is based on a total of 24,997,916 shares of Common Stock outstanding as of April 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 6, 2020. This Amendment No. 2 is being filed to update the aggregate percentage of Common Stock of the Issuer owned by the Reporting Persons due to sales of the Issuer’s Common Stock by the Reporting Persons in multiple transactions on May 27, 2020 and May 28, 2020, as well as changes caused by the issuance of additional Common Stock by the Issuer since the date of the Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Schedule 13D.
| (a) | Item 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Arix Plc specifically disclaims beneficial ownership any securities reported herein that it does not directly own or control, except to the extent of its pecuniary interest therein. |
| (b) | Item 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | On May 27, 2020, the Reporting Persons sold 12,064 shares of Common Stock in open market transactions at a weighted average price of $22.3926 per share. |
4
On May 28, 2020, the Reporting Persons sold 366,591 shares of Common Stock in open market transactions at a weighted average price of $21.3342 per share.
Except as set forth above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during the past 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended to delete in its entirety the section titled “Board Representation”. Mark Chin, a member of the Board of Directors of the Issuer, previously served as an Investment Director for a subsidiary of Arix Plc, but is no longer employed by Arix Plc or any of its subsidiaries.
5
SIGNATURES
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.
Date: June 1, 2020
| ARIX BIOSCIENCE PLC | ||
| By: | /s/ Marcus Karia | |
| Name: | Marcus Karia | |
| Title: | Finance Director | |
| ARIX BIOSCIENCE HOLDINGS LIMITED | ||
| By: | /s/ Marcus Karia | |
| Name: | Marcus Karia | |
| Title: | Finance Director | |
SCHEDULE A
GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the Reporting Persons (the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other 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 and (ii) none of the Instruction C Persons owns any Ordinary Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D.
ARIX BIOSCIENCE HOLDINGS LIMITED
| Name | Position | Citizenship | Present Principal Occupation |
Business Address | ||||
| Marcus Karia | Director | United Kingdom |
Director, Arix Bioscience Holdings Limited | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Robert William Henry Lyne | Director | United Kingdom |
Company Secretary, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Jonathan Peacock | Director | United Kingdom |
Director, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
|
ARIX BIOSCIENCE PLC
| ||||||||
| Name | Position | Citizenship | Present Principal Occupation |
Business Address | ||||
| Robert William Henry Lyne | Secretary | United Kingdom |
Company Secretary, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Naseem Amin | Director | United Kingdom |
Executive Chairman, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Mark Breuer | Director | United Kingdom |
Director, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Trevor Mervyn Jones | Director | United Kingdom |
Director, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Giles Kerr | Director | United Kingdom |
Director, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Jonathan Peacock | Director | United Kingdom |
Director, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||
| Arthur Pappas | Director | USA | Director, Arix Bioscience Plc | 20 Berkeley Square, Mayfair, London W1J 6EQ, United Kingdom | ||||