UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Adagio Therapeutics, Inc.
| (Name of Issuer) |
| Common Stock, $0.0001 par value |
| (Title of Class of Securities) |
|
00534A102 |
| (CUSIP Number) |
|
|
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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 the 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).
| CUSIP No. 00534A102 | SCHEDULE 13G |
| 1 |
NAME OF REPORTING PERSONS
M28 Capital Management LP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
5,665,221* | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
5,665,221* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,665,221* | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% | |||
| 12 |
TYPE OF REPORTING PERSON
IA | |||
*See Item 4 for additional information.
| CUSIP No. 00534A102 | SCHEDULE 13G |
| Item 1. | (a) Name of Issuer |
Adagio Therapeutics, Inc. (the “Issuer”)
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
1601 Trapelo Road, Suite 178, Waltham, MA 02451
| Item 2. | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This report on Schedule 13G is being filed by M28 Capital Management LP (the “Firm”), a Delaware limited partnership. The address for the Firm is: 700 Canal Street, 2nd Floor, Stamford, CT 06902.
| Item 2. | (d) Title of Class of Securities |
Common Stock, $0.0001 par value (the “Common Stock”).
| Item 2. | (e) CUSIP No.: |
00534A102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:
(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| CUSIP No. 00534A102 | SCHEDULE 13G |
Item 4. Ownership
|
Information with respect to the Firm’s ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm.
As reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
|
||
| (a) Amount Beneficially Owned: | 5,665,221* | |
| (b) Percent of Class: | 5.1%* | |
| (c) Number of Shares as to which such person has: | ||
| (i) Sole power to vote or to direct the vote: | 0 | |
| (ii) Shared power to vote or to direct the vote: | 5,665,221* | |
| (iii) Sole power to dispose or to direct the disposition of: | 0 | |
| (iv) Shared power to dispose or to direct the disposition of: | 5,665,221* | |
*The Firm is the investment manager to M28 Capital Master Fund LP, a Cayman Islands limited partnership (“M28 Master”), Veltro Argento LP, a Delaware limited partnership (“Veltro”), and one or more managed accounts (the “Managed Accounts” and together with M28 Master and Veltro, the “M28 Funds and Accounts”). As of December 31, 2021, the Firm may be deemed to beneficially own an aggregate of 5,665,221 shares of Common Stock of the Issuer. The number of shares reported above consists of (i) 1,562,500 shares of Common Stock held by M28 Master; (ii) 3,125,000 shares of Common Stock held by Veltro; and (iii) 977,721 shares of Common Stock held by the Managed Accounts. The Firm, as the investment manager to the M28 Funds and Accounts, may be deemed to beneficially own these securities. Marc Elia is the Chief Investment Officer and principal owner of the Firm and exercises investment discretion with respect to these securities. Ownership percentages are based on 111,251,660 shares of Common Stock reported as issued and outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my 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.
| CUSIP No. 00534A102 | SCHEDULE 13G |
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.
Dated: February 11, 2022
M28 Capital Management LP
By: /s/ Christopher M. Taliercio
Christopher M. Taliercio, President and Chief Compliance Officer