Atara Biotherapeutics, Inc.
19.99%
1,638,565
1604464
046513107
May 15, 2025
May 21, 2025, 06:00 PM
Reporting Persons (6)
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 |
|---|---|---|---|---|---|
| Panacea Innovation Limited | CO | 19.99% | 1,638,565 | 0 | 1,638,565 |
| James Huang | Individual | 19.99% | 1,638,565 | 0 | 1,638,565 |
| Panacea Venture Healthcare Fund II, L.P. | Partnership | 19.58% | 1,330,665 | 0 | 1,330,665 |
| Panacea Venture Healthcare Fund II GP Company, Ltd. | CO | 19.58% | 1,330,665 | 0 | 1,330,665 |
| Panacea Opportunity Fund I, L.P. | Partnership | 4.33% | 307,900 | 0 | 307,900 |
| Panacea Opportunity Fund I GP Company, Ltd. | CO | 4.33% | 307,900 | 0 | 307,900 |
Disclosure Items (7)
Common Stock
Atara Biotherapeutics, Inc.
1280 Rancho Conejo Blvd, Thousand Oaks, CA, 91320
The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): Panacea Innovation Limited Panacea Venture Healthcare Fund II, L.P. Panacea Venture Healthcare Fund II GP Company, Ltd. Panacea Opportunity Fund I, L.P. Panacea Opportunity Fund I GP Company, Ltd. James Huang
The business address of each of the Reporting Persons is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
The Reporting Persons are principally engaged in the business of investing in securities, including of the Issuer.
During the last five years, none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Huang is a citizen of the Republic of China. The remaining Reporting Persons are organized under the laws of the Cayman Islands.
Panacea Venture Healthcare Fund II, L.P. purchased 572,000 shares of Common Stock in a series of open market transactions and 758,665 shares of Common Stock in an underwritten, registered offering for aggregate cash consideration of approximately $9.7 million. Panacea Opportunity Fund I, L.P. purchased 307,900 warrants to purchase Common Stock in an underwritten, registered offering for total cash consideration of approximately $2.0 million. Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P. obtained the funds used to purchase the Common Stock and warrants through capital contributions from their partners.
The information contained on the cover pages is incorporated by reference into this Item 5. Panacea Venture Healthcare Fund II, L.P. is the record holder of 1,330,665 shares of Common Stock, and Panacea Opportunity Fund I, L.P. is the record holder of warrants to purchase 307,900 shares of Common Stock. The warrants are immediately exercisable and do not expire. No portion of the warrants beneficially owned by the Reporting Persons may be exercised to the extent that, after giving effect to the attempted exercise, the Reporting Persons would beneficially own in excess of 19.99% of the outstanding Common Stock. Based on 6,795,628 shares of Common Stock outstanding as of May 16, 2025, the Reporting Persons may only exercise warrants to purchase 34,721 shares of Common Stock currently. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd. and Panacea Opportunity Fund I GP Company, Ltd., which are the general partners of Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P., respectively. As a result, Panacea Venture Healthcare Fund II GP Company, Ltd. and Panacea Opportunity Fund I GP Company, Ltd. may be deemed to share beneficial ownership of the securities held of record by Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P., respectively. Panacea Innovation Limited and Mr. Huang may be deemed to share beneficial ownership of the securities beneficially owned by the foregoing entities, but each disclaims such beneficial ownership.
The information contained on the cover pages is incorporated by reference into this Item 5.
On May 16, 2025, Panacea Venture Healthcare Fund II, L.P. purchased 758,665 shares of Common Stock at a price of $6.61 per share and Panacea Opportunity Fund I GP Company, Ltd. purchased 307,900 warrants to purchase Common Stock at a price of $6.6099 per warrant, in each case in an underwritten, registered offering. In addition, on April 1, 2025, Panacea Venture Healthcare Fund II, L.P. purchased 22,000 shares of Common Stock in a series of open market transactions at a weighted average price per share of $5.92. Except for the transactions disclosed in this Item 5(c), none of the Reporting Persons has effected any transactions in the Common Stock during the past sixty days.
None.
Not applicable
Except for the transactions described herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Exhibit 1. Joint Filing Agreement.