|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Tectonic Therapeutic, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share. (Title of Class of Securities) |
878972108 (CUSIP Number) |
Lauren Crockett One Marina Park Drive, 8th Floor Boston, MA, 02210 (781) 290-0770 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2025 (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.
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. | 878972108 |
| 1 |
Name of reporting person
Terrance McGuire | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,157,977.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 20,262 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D (as defined below)) held by PFC I (as defined in Item 2(a) of the Original Schedule 13D), (ii) 64,652 shares of Common Stock held by PFC II (as defined in Item 2(a) of the Original Schedule 13D) and (iii) 1,073,063 shares of Common Stock held by PP IX (as defined in Item 2(a) of the Original Schedule 13D). The aggregate amount beneficially owned does not include 11,760 shares of Common Stock granted to Mr. McGuire in his capacity as a director of the Issuer because such shares are not exercisable as of the date of filing this Amendment (as defined in Item 1 below) or within 60 days thereafter. PFCM I (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's (as defined in Item 1 of the Original Schedule 13D) board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I. PFCM II (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II. PP GP IX (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PP IX. The PP GP IX Managing Members (as defined in Item 2(c) of the Original Schedule 13D) are the managing members of PP GP IX, and Mr. McGuire, a member of the Issuer's board of directors, is an interest holder in PP GP IX. Each of PP GP IX, the PP GP IX Managing Members and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PP IX.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter-ended September 30, 2024, filed with the Securities and Exchange Commission (the "Commission") on November 12, 2024 (the "Form 10-Q") plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in a private placement (the "Private Placement"), as reported by the Issuer in its Current Report on Form 8-K, filed with the Commission on February 3, 2025 (the "Form 8-K").
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Partners IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,073,063.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by PP IX. PP GP IX is the general partner of PP IX. The PP GP IX Managing Members are the managing members of PP GP IX, and Mr. McGuire, a member of the Issuer's board of directors, is an interest holder in PP GP IX. Each of PP GP IX, the PP GP IX Managing Members and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PP IX.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Partners GP IX, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,073,063.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by PP IX. PP GP IX is the general partner of PP IX. The PP GP IX Managing Members are the managing members of PP GP IX, and Mr. McGuire, a member of the Issuer's board of directors, is an interest holder in PP GP IX. Each of PP GP IX, the PP GP IX Managing Members and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PP IX.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by PFC I. PFCM I is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund Management Co. I, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by PFC I. PFCM I is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
64,652.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by PFC II. PFCM II is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Polaris Founders Capital Fund Management Co. II, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
64,652.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by PFC II. PFCM II is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| CUSIP No. | 878972108 |
| 1 |
Name of reporting person
Jonathan Flint | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
84,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 20,262 shares of Common Stock held by PFC I and (ii) 64,652 shares of Common Stock held by PFC II. PFCM I is the general partner of PFC I. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM I. Each of PFCM I, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC I. PFCM II is the general partner of PFC II. Each of Mr. Flint and Mr. McGuire, a member of the Issuer's board of directors, are managing members of PFCM II. Each of PFCM II, Mr. Flint and Mr. McGuire may be deemed to have shared voting, investment and dispositive power with respect to the shares held by PFC II.
Percentage based on 18,442,154 shares of Common Stock, which consists of (i) 14,752,689 shares of Common Stock outstanding as of November 1, 2024, as set forth in the Form 10-Q plus (ii) 3,689,465 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share. | |
| (b) | Name of Issuer:
Tectonic Therapeutic, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
490 Arsenal Way, Suite 210, Watertown,
MASSACHUSETTS
, 02472. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on June 25, 2024 (the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reports in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defines in this Amendment have the meanings ascribed to them in the Original Schedule 13D. This Amendment is being filed to update the aggregate percentage of Common Stock owned by the Reporting Persons due to dilution caused by the Issuer's sale of additional shares of its Common Stock from time to time since the date of the filing of the Original Schedule 13D. Such transactions resulted in a decrease of over one percent (1%) in the aggregate ownership reported by the Reporting Persons in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | To Come | |
| (b) | To Come | |
| (c) | To Come | |
| (d) | To Come | |
| (e) | To Come | |
| (f) | To Come | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
To Come | ||
| Item 4. | Purpose of Transaction | |
Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons have previously reserved the right and continue to reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (b) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (c) | To Come | |
| (d) | To Come | |
| (e) | To Come | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
To Come | ||
| SIGNATURE | |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comments accompanying signature:
[* This Amendment was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.] |