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