Atea Pharmaceuticals, Inc.
4.00%
3,380,100
1593899
04683R106
Apr 15, 2025
Apr 17, 2025, 12:23 PM
Reporting Persons (10)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Radoff Bradley Louis | Individual | 4.00% | 3,380,100 | 3,195,100 | 185,000 |
| Torok Michael | Individual | 1.80% | 1,500,000 | 100,000 | 1,400,000 |
| JEC II Associates, LLC | Other | 1.50% | 1,300,000 | 0 | 1,300,000 |
| Radoff Family Foundation | CO | 0.20% | 185,000 | 0 | 185,000 |
| MOS PTC, LLC | Other | 0.10% | 100,000 | 0 | 100,000 |
| The MOS Trust | Other | 0.10% | 100,000 | 0 | 100,000 |
| Nerium Partners LP | Partnership | 0.10% | 54,000 | 0 | 54,000 |
| Nerium Capital LLC | Other | 0.10% | 54,000 | 0 | 54,000 |
| Flynn James P. | Individual | 0.10% | 54,000 | 0 | 54,000 |
| Berman Howard H. | Individual | 0.00% | 0 | 0 | 0 |
Disclosure Items (7)
Common Stock, $0.001 par value per share
Atea Pharmaceuticals, Inc.
225 FRANKLIN STREET, BOSTON, MA, 02110
Item 2(a) is hereby amended to add the following: Following the entry into the Agreement, as defined and described in Item 4 below, on April 17, 2025, Radoff and JEC (together, the "Radoff/JEC Group") mutually agreed in writing to terminate the Group Agreement (as defined in Amendment No. 1 to the Schedule 13D) pursuant to Section 11 thereof (the "Termination Agreement"). In connection with the Termination Agreement, which is attached as Exhibit 99.2 hereto and incorporated herein by reference, the Reporting Persons are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2 to the Schedule 13D.
Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 185,000 Shares directly owned by the Radoff Foundation is approximately $581,733, including brokerage commissions. The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,165,100 Shares directly owned by Mr. Radoff is approximately $9,805,752, including brokerage commissions. The Shares held in the Charitable Account were purchased with donated funds. The aggregate purchase price of the 30,000 Shares held in the Charitable Account is approximately $95,271, including brokerage commissions. The Shares purchased by JEC II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,300,000 Shares owned directly by JEC II is approximately $4,054,036, including brokerage commissions. The Shares purchased by MOS Trust were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100,000 Shares owned directly by MOS Trust is approximately $305,676, including brokerage commissions. The Shares directly owned by Mr. Torok were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100,000 Shares directly owned by Mr. Torok is approximately $310,354, including brokerage commissions. The Shares purchased by Nerium Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 54,000 Shares directly owned by Nerium Partners is approximately $170,096, including brokerage commissions.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 85,525,179 Shares outstanding as of March 4, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2025. As of the date hereof, the Radoff Foundation directly beneficially owned 185,000 Shares, constituting approximately 0.2% of the Shares outstanding. As of the date hereof, 30,000 Shares were held in the Charitable Account, constituting approximately 0.04% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 3,165,100 Shares, constituting approximately 3.7% of the Shares outstanding. Mr. Radoff, (i) as a director of the Radoff Foundation, may be deemed the beneficial owner of the 185,000 Shares owned by the Radoff Foundation, and (ii) as an advisor to the Charitable Account, may be deemed the beneficial owner of the 30,000 Shares held in the Charitable Account, which together with the 3,165,100 Shares he directly owns, constitutes an aggregate of 3,380,100 Shares beneficially owned by Mr. Radoff, constituting approximately 4.0% of the Shares outstanding. As of the date hereof, JEC II directly beneficially owned 1,300,000 Shares, constituting approximately 1.5% of the Shares outstanding. As of the date hereof, MOS Trust directly beneficially owned 100,000 Shares, constituting approximately 0.1% of the Shares outstanding. As of the date hereof, Mr. Torok directly beneficially owned 100,000 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Torok, (i) as the Manager of JEC II, may be deemed the beneficial owner of the 1,300,000 Shares owned by JEC II, and (ii) as a Manager of MOS PTC, may be deemed the beneficial owner of the 100,000 Shares owned by MOS Trust, which together with the 100,000 Shares he directly owns, constitutes an aggregate of 1,500,000 Shares beneficially owned by Mr. Torok, constituting approximately 1.8% of the Shares outstanding. As of the date hereof, Nerium Partners directly beneficially owned 54,000 Shares, constituting approximately 0.1% of the Shares outstanding. Nerium Capital, as the general partner of and investment advisor to Nerium Partners, may be deemed to beneficially own the 54,000 Shares owned by Nerium Partners, constituting approximately 0.1% of the Shares outstanding. Mr. Flynn, as the Chief Investment Officer of Nerium Partners and the Managing Member of Nerium Capital, may be deemed to beneficially own the 54,000 Shares owned by Nerium Partners, constituting approximately 0.1% of the Shares outstanding. As of the date hereof, Dr. Berman did not beneficially own any Shares, constituting 0% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
Item 5(c) is hereby amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 5(e) is hereby amended and restated to read as follows: As of April 17, 2025, effective upon the Termination Agreement, the Reporting Persons ceased to collectively beneficially own over 5% of the Shares.
Item 6 is hereby amended to add the following: On April 16, 2025, the Radoff/JEC Group and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On April 17, 2025, the Radoff/JEC Group executed the Termination Agreement, thereby terminating the Group Agreement. A copy of the Termination Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 7 is hereby amended to add the following exhibits: 2 - Transactions in Securities. 99.1 - Agreement, dated April 16, 2025, by and among the Issuer and the Radoff/JEC Group (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 17, 2025). 99.2 - Termination Agreement, dated April 17, 2025.