MTEM Molecular Templates Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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 in 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).

Continued on following pages

Page 1 of 9 Pages

Exhibit Index: Page 8

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1	NAMES OF REPORTING PERSONS
	K2 HealthVentures Equity Trust LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			6,250,860 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			6,250,860 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,250,860 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.985% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) See Items 2 and 4

 

1	NAMES OF REPORTING PERSONS
	Parag Shah
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			6,250,860 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			6,250,860 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,250,860 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.985% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, IN

(1) See Items 2 and 4

1	NAMES OF REPORTING PERSONS
	Anup Arora
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			6,250,860 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			6,250,860 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,250,860 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.985% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, IN

(1) See Items 2 and 4

Molecular Templates, Inc. (the “Issuer”)

9301 Amberglen Blvd, Suite 100, Austin, Texas 78729

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

This Statement on Schedule 13G relates to shares of Common Stock (as defined herein) that the Reporting Persons have the right to acquire within 60 days upon (i) exercise of warrants to purchase 5,103,343 shares of Common Stock at an exercise of $0.3919 per share, which warrants expire on June 16, 2033, (the “Warrants”) directly held by K2HV Equity, and (ii) exercise of a contingent value right to convert up to $3,000,000 of the remaining balance of the Issuer’s outstanding debt obligations to K2 Health Ventures LLC under the Loan and Security Agreement, dated as of May 21, 2020, into 6,124,011 shares of Common Stock in lieu of receiving cash payment (the “CVR”) directly held by K2HV Equity.  Pursuant to the terms of each of the Convertible Secured Contingent Value Right Agreement, dated June 16, 2023 (the “CVR Agreement”) and the Warrant, the Reporting Persons may not convert any portion of the CVR, or exercise any portion of the Warrant, into shares of Common Stock to the extent that, upon conversion or exercise, the beneficial ownership of the Reporting Persons (including any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Reporting Persons’ beneficial ownership for purposes of Section 13(d) of the Act) would exceed 9.985% of the total number of shares of Common Stock outstanding (the “Beneficial Ownership Limitations”).  The Reporting Persons may waive either Beneficial Ownership Limitation upon 61 days’ prior written notice to the Issuer (for the CVR, such notice may be sent on or after the earlier of (i) December 15, 2023, or (ii) such date that the Reporting Persons received a notice of a proposed Change in Control (as such term is defined in the CVR Agreement) transaction), provided that in no event shall the Reporting Persons beneficially own in excess of 19.99%.

K2HV Equity is an investment vehicle for holding equity securities and may be deemed to directly beneficially own the shares of Common Stock that it has the right to acquire upon conversion of the CVR and exercise of the Warrants, as reported herein.  Mr. Shah and Mr. Arora serve as the managing members of K2HV Equity and, in such capacities, may be deemed to indirectly beneficially own the shares of Common Stock that K2HV Equity directly beneficially owns.

The business address of each of the Reporting Persons is: 855 Boylston Street, 10th Floor, Boston, MA 02116.

K2HV Equity is a Delaware limited liability company.  Each of Mr. Shah and Mr. Arora is a citizen of the United States of America.

Common Stock, par value $0.001 per share (“Common Stock”)

608550109

This Item 3 is not applicable.

As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 6,250,860 shares of Common Stock that K2HV Equity has the right to acquire within 60 days upon conversion of the CVR and exercise of the Warrants, subject to the Beneficial Ownership Limitations.

As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.985% of the shares of Common Stock outstanding, subject to the Beneficial Ownership Limitations.

The percentages set forth herein are calculated based on the sum of: (i) 56,351,647 shares of Common Stock outstanding as of May 8, 2023, as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2023, and (ii) 6,250,860 shares of Common Stock that are issuable to the Reporting Persons within 60 days upon conversion of the CVR and exercise of the Warrants, subject to the Beneficial Ownership Limitations, which shares have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i)(D) under the Act.

K2HV Equity, Mr. Shah and Mr. Arora
(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	6,250,860
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	6,250,860

This Item 5 is not applicable.

This Item 6 is not applicable.

This Item 7 is not applicable.

This Item 8 is not applicable.

This Item 9 is not applicable.

By signing below each Reporting Person certifies that, to the best of its 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.

 

SIGNATURE

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

EXHIBIT INDEX