Tectonic Therapeutic, Inc.
31.50%
4,313,558
1681087
878972108
Apr 2, 2025
Apr 7, 2025, 07:20 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Timothy A. Springer | Individual | 31.50% | 4,313,558 | 4,313,558 | 0 |
| TAS Partners LLC | Other | 7.40% | 1,382,723 | 1,382,723 | 0 |
| Chafen Lu | Individual | 1.00% | 186,134 | 186,134 | 0 |
Disclosure Items (6)
Common Stock, $0.0001 par value per share
Tectonic Therapeutic, Inc.
490 Arsenal Way, Watertown, MA, 02472
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Item 3 of the Schedule 13D is hereby amended to be supplemented by the following: On April 3, 2025, Dr. Springer and TAS entered into Stock Purchase Agreements with Polaris Partners IX, L.P. ("Polaris"), pursuant to which Dr. Springer purchased 87,500 Shares from Polaris at a purchase price of $17.10 per share, or $1,496,250 in the aggregate, payable in cash, and TAS purchased 412,500 Shares from Polaris at a purchase price of $17.10 per share, or $7,053,750 in the aggregate, payable in cash. Each of Dr. Springer and TAS represented that he or it was an "accredited investor," as defined in Regulation D, and was acquiring such Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The closing occurred on April 7, 2025.
Item 5 of Schedule 13D is hereby amended and restated in full as follows: The information set forth under Item 3 and the cover page of the Schedule 13D is incorporated herein by reference into this Item 5. The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Statement, are based on a total of 18,662,672 Shares issued and outstanding as of March 1, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of April 3, 2025. The Reporting Persons, in the aggregate, beneficially own 5,882,415 Shares, representing approximately 31.5% of such class of securities. Dr. Springer is the beneficial owner of a total of 5,882,415 Shares, representing approximately 31.5% of the outstanding Shares and consisting of (i) 4,313,558 Shares held directly, (ii) 1,382,723 Shares held by TAS and (iii) 186,134 Shares held by Dr. Lu. TAS is the beneficial owner of a total of 1,382,773 Shares, representing approximately 7.4% of the outstanding Shares. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS. Dr. Lu is the beneficial owner of a total of 186,134 Shares, representing approximately 1.0% of the outstanding Shares. Dr. Lu holds all such Shares directly. Dr. Lu is the spouse of Dr. Springer.
Dr. Springer exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by TAS. Dr. Springer disclaims beneficial ownership of the Shares held by TAS, except to the extent of his pecuniary interest therein. Dr. Lu exercises sole voting and dispositive power over the Shares held by her directly.
The Reporting Persons have not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing, except as described herein and in Item 3 of Schedule 13D.
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Not applicable.
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