Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
2024年8月15日 - 5:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name
of Issuer)
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities)
(CUSIP
Number)
Michael
Hirschberg, Esq.
Reitler
Kailas & Rosenblatt LLP
885
Third Avenue, 20th Floor
New
York, NY 10022
(Name,
Address and Telephone Number of Person |
Authorized to Receive Notices and Communications)
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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. 28658R 106 |
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13G |
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Page 2 of 7 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Affinity
Healthcare Fund, LP (EIN 82-1629802) |
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2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
0 |
|
6. |
|
SHARED
VOTING POWER
1,813,193
shares of Common Stock
|
|
7. |
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SOLE
DISPOSITIVE POWER
0
|
|
8. |
|
SHARED
DISPOSITIVE POWER
1,813,193
shares of Common Stock
|
9. |
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,193 shares of Common Stock |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
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11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
2.70% |
|
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12. |
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TYPE
OF REPORTING PERSON (see instructions)
PN |
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CUSIP No. 28658R 106 |
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13G |
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Page 3 of 7 Pages |
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1. |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Affinity
Asset Advisors, LLC (EIN 82-1567490) |
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
|
|
3. |
|
SEC USE ONLY
|
|
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
5. |
|
SOLE VOTING POWER 0
|
|
6. |
|
SHARED
VOTING POWER
1,813,193
shares of Common Stock
|
|
7. |
|
SOLE DISPOSITIVE POWER 0
|
|
8. |
|
SHARED
DISPOSITIVE POWER
1,813,193
shares of Common Stock
|
9. |
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,193 shares of Common Stock |
|
|
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
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11. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
2.70% |
|
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12. |
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TYPE
OF REPORTING PERSON (see instructions)
IA |
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CUSIP No. 28658R 106 |
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13G |
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Page 4 of 7 Pages |
Item
1.
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(a) |
Name
of Issuer:
Eliem
Therapeutics, Inc. |
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(b) |
Address
of Issuer’s Principal Executive Offices:
PMB
#117
2801
Centerville Road 1st Floor
Wilmington,
DE 19808-1609 |
Item
2.
|
(a) |
Name
of Persons Filing:
Affinity
Healthcare Fund, LP
Affinity Asset Advisors, LLC |
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(b) |
Address
of Principal Business Office or, if None, Residence:
767
Third Avenue, 15th Floor
New
York, NY 10017 |
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(c) |
Citizenship:
Affinity
Healthcare Fund, LP and Affinity Asset Advisors, LLC - Delaware |
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(d) |
Title
of Class of Securities:
Common
Stock, par value $0.0001 per share |
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(e) |
CUSIP
Number:
28658R
106 |
CUSIP No. 28658R 106 |
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13G |
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Page 5 of 7 Pages |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
|
(a) |
☐ |
Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o). |
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(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
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(c) |
☐ |
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c). |
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(d) |
☐ |
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ |
A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G); |
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(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
☐ |
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
CUSIP No. 28658R 106 |
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13G |
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Page 6 of 7 Pages |
Item
4. Ownership.
Affinity Asset Advisors, LLC
(the “Advisor”) is the investment manager of Affinity Healthcare Fund, LP (the “Fund”) and exercises investment
discretion with regard to the securities reported herein. As of August 14, 2024, the Fund beneficially owned an aggregate of 1,813,193
shares of Common Stock of the Issuer, or 2.70% of the outstanding shares of Common Stock of the Issuer, and the Advisor may be deemed
to be the beneficial owner of such 1,813,193 shares of Common Stock of the Issuer owned by the Fund by virtue of its position as investment
manager of the Fund. The Fund and the Advisor have the shared power to vote or to direct the vote and to dispose or direct the disposition
of 1,813,193 shares of Common Stock of the Issuer.
The percentage set forth in
the preceding paragraph and in Row 11 of the cover page for each reporting person is based on 67,060,163 shares of Common Stock of the
Issuer outstanding as of August 9, 2024 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 14, 2024.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [X].
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
Applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
Not
Applicable
Item
8. Identification and Classification of Members of the Group.
Not
Applicable
Item
9. Notice of Dissolution of Group.
Not
Applicable
CUSIP No. 28658R 106 |
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13G |
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Page 7 of 7 Pages |
Item
10. Certification.
By
signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
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August
14, 2024
Date |
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Affinity
Healthcare Fund, LP |
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By:
/s/ Michael Cho
Signature
AFFINITY
ASSET ADVISORS, LLC
By:
/s/ Michael Cho
Signature |
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Eliem Therapeutics (NASDAQ:ELYM)
過去 株価チャート
から 7 2024 まで 8 2024
Eliem Therapeutics (NASDAQ:ELYM)
過去 株価チャート
から 8 2023 まで 8 2024