0000902664-22-002394.txt : 20220401
0000902664-22-002394.hdr.sgml : 20220401
20220401161543
ACCESSION NUMBER: 0000902664-22-002394
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220401
DATE AS OF CHANGE: 20220401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: M28 Capital Management LP
CENTRAL INDEX KEY: 0001807489
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22798423
BUSINESS ADDRESS:
STREET 1: 700 CANAL STREET, 2ND FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-516-3730
MAIL ADDRESS:
STREET 1: 700 CANAL STREET, 2ND FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06902
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Elia Marc
CENTRAL INDEX KEY: 0001830496
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22798424
MAIL ADDRESS:
STREET 1: C/O SQZ BIOTECHNOLOGIES COMPANY
STREET 2: 200 ARSENAL YARDS BOULEVARD, SUITE 210
CITY: WATERTOWN
STATE: MA
ZIP: 02472
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Adagio Therapeutics, Inc.
CENTRAL INDEX KEY: 0001832038
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 851403134
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 178
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: (781) 819-0080
MAIL ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 178
CITY: WALTHAM
STATE: MA
ZIP: 02451
3
1
ownership.xml
X0206
3
2022-03-28
0
0001832038
Adagio Therapeutics, Inc.
ADGI
0001830496
Elia Marc
700 CANAL STREET, 2ND FLOOR
STAMFORD
CT
06902
0
0
0
1
SEE REMARKS
0001807489
M28 Capital Management LP
700 CANAL STREET, 2ND FLOOR
STAMFORD
CT
06902
0
0
0
1
SEE REMARKS
Common Stock, par value $0.0001
6398250
I
See footnote
This Form 3 is filed by M28 Capital Management LP ("M28 Capital Management") and Marc Elia ("Mr. Elia") with respect to the securities held by certain funds and accounts to which M28 Capital Management serves as investment manager. Mr. Elia is the Chief Investment Officer of M28 Capital Management and the Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital Management. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.
This Form 3 is not being filed in connection with the acquisition or disposition of any securities of the Issuer. On March 28, 2022, M28 Capital Management and (i) Mithril II LP ("Mithril"), (ii) Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Partners IX, L.P. and Polaris Healthcare Technology Opportunities Fund, L.P. (collectively, "Polaris"), (iii) Adimab, LLC, and (iv) Population Health Equity Partners III, L.P., Population Health Equity Partners VII, L.P. and Clive Meanwell (collectively, "Population Health"), orally agreed to coordinate and cooperate in certain of their activities with regard to the Issuer, which agreement was subsequently memorialized, also on March 28, 2022, in an email circulated among representatives of such persons. That agreement provides that each such person will vote its shares of Common Stock in favor of the election of certain director nominees at the Issuer's 2022 annual meeting. By virtue of such agreement, the forgoing persons may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of such persons. The Reporting Persons expressly disclaim beneficial ownership over any Common Stock that is beneficially owned by Mithril, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3 in which they have a pecuniary interest. This filing shall not be deemed an admission that the Reporting Persons are 10% shareholders for purposes of Section 16 of the Exchange Act or an admission that such Reporting Persons are the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
/s/ Marc Elia
2022-04-01
M28 Capital Management LP, by: /s/ Marc Elia, Chief Investment Officer
2022-04-01