UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Third Harmonic Bio, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
88427A107
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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 disclosures provided in a prior cover page.
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).
| CUSIP No. 88427A107 | 13G | Page 2 of 7 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Novartis Institutes for BioMedical Research, Inc. | |
| 2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (b) ¨ | |
| 3. | SEC USE ONLY | |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 2,642,762 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 2,642,762 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,642,762 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%(1) | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
CO |
(1) Percentage based on 40,544,756 shares of common stock outstanding on November 1, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| CUSIP No. 88427A107 | 13G | Page 3 of 7 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Novartis AG | |
| 2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (b) ¨ | |
| 3. | SEC USE ONLY | |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 2,642,762 | |||
| 7. | SOLE DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 2,642,762 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,642,762 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%(1) | |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
CO, HC |
(1) Percentage based on 40,544,756 shares of common stock outstanding on November 1, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| CUSIP No. 88427A107 | 13G | Page 4 of 7 Pages |
Item 1.
| (a) |
Name of Issuer | |
| Third Harmonic Bio, Inc. | ||
| (b) |
Address of Issuer’s Principal Executive Offices | |
| 300 Technology Square, 8th Floor, Cambridge, Massachusetts 02139. |
Item 2.
| (a) |
Name of Person Filing | |
| This Schedule 13G is being filed on behalf of the following persons (together, the “Reporting Persons”): | ||
| (i) Novartis Institutes for BioMedical Research, Inc. (“NIBRI”), a Delaware corporation, with respect to shares held by it; and | ||
| (ii) Novartis AG, a Swiss corporation, as the publicly owned parent of NIBRI, with respect to the shares held by NIBRI. | ||
| (b) |
Address of the Principal Office or, if none, residence | |
| The address of the principal business office of NIBRI is 250 Massachusetts Avenue, Cambridge, MA 02139. | ||
| The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland. | ||
| (c) |
Citizenship | |
| NIBRI is a corporation organized under the laws of Delaware and is an indirect wholly-owned subsidiary of Novartis AG. | ||
| Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of NIBRI. | ||
| (d) |
Title of Class of Securities | |
| Common stock, par value $0.0001 per share. | ||
| (e) |
CUSIP Number | |
| 88427A107 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| CUSIP No. 88427A107 | 13G | Page 5 of 7 Pages |
| Item 4. | Ownership. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
| 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 5 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. |
Not Applicable.
| CUSIP No. 88427A107 | 13G | Page 6 of 7 Pages |
SIGNATURES
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 8, 2023
| NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. | ||
| By: | /s/ Scott A. Brown | |
|
Name: Scott A. Brown Title: Vice President | ||
|
NOVARTIS AG | ||
| By: | /s/ Daniel Weiss | |
|
Name: Daniel Weiss Title: Authorized Signatory | ||
| By: | /s/ Lukas Förtsch | |
|
Name: Lukas Förtsch Title: Authorized Signatory | ||
| CUSIP No. 88427A107 | 13G | Page 7 of 7 Pages |
EXHIBIT INDEX
SCHEDULE 13G
| Exhibit Number | Exhibit Description | |
| 99.1 | Evidence of Signatory Authority | |
| 99.2 | Joint Filing Agreement |
EXHIBIT 99.1
EVIDENCE OF SIGNATORY AUTHORITY
Excerpt from Commercial Register of Novartis AG
| Identification number | Legal status | Entry | Cancelled | ||
| 1 | |||||
| CHE-103.867.266 | Limited or Corporation | 01.03.1996 |
All data
| In | Ca | Business name | Ref | Legal seat |
| 1 | Novartis AG | 1 | Basel | |
| 1 | (Novartis SA) (Novartis Inc.) |
| CHE-103.867.266 | Novartis AG | Basel | ||||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 1 | Weiss, Daniel Andreas, von Basel, in Biel-Benken | joint signature at two | ||||
| CHE-103.867.266 | Novartis AG | Basel | ||||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 14 | Förtsch, Lukas, von Zürich, in Sissach | joint signature at two | ||||
EXHIBIT 99.2
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.0001 par value per share, of Third Harmonic Bio, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 8, 2023.
| Novartis Institutes For | |
|
BioMedical Research, Inc. | |
| /s/ Scott A. Brown | |
| Name: Scott A. Brown | |
| Title: Vice President | |
|
Novartis AG | |
|
/s/ Daniel Weiss | |
| Name: Daniel Weiss | |
| Title: Authorized Signatory | |
|
/s/ Lukas Förtsch | |
| Name: Lukas Förtsch | |
| Title: Authorized Signatory |