UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
________)*
Axonics Modulation Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
05465P101
(CUSIP Number)
December 31, 2018
(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 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 2 of 8 |
| 1. Names of Reporting Persons. Advent Life Sciences LLP | |
| 2. Check the Appropriate Box if a Member of a
Group (a) [ ] (b) [ ] | |
| 3. SEC Use Only | |
| 4. Citizenship or Place of Organization
United Kingdom | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 0 |
| 6. Shared Voting Power 1,694,349 (See Item 4) | |
| 7. Sole Dispositive Power 0 | |
| 8. Shared Dispositive Power 1,694,349 (See Item 4) | |
| 9. Aggregate Amount Beneficially Owned by Each
Reporting Person 1,694,349 (See Item 4) | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| 11. Percent of Class Represented by Amount in Row
(9) 6.1% (See Item 4) | |
| 12. Type of Reporting Person PN | |
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 3 of 8 |
| 1. Names of Reporting Persons. Advent Life Sciences Fund II LP |
||
| 2. Check the Appropriate Box if a Member of a
Group (a) [ ] (b) [ ] | ||
| 3. SEC Use Only | ||
| 4. Citizenship or Place of Organization
United Kingdom | ||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 0 | |
| 6. Shared Voting Power 1,694,349 (See Item 4) | ||
| 7. Sole Dispositive Power 0 | ||
| 8. Shared Dispositive Power 1,694,349 (See Item 4) | ||
|
9.
Aggregate Amount Beneficially Owned by Each Reporting Person 1,694,349 (See Item 4) | ||
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | ||
| 11. Percent of Class Represented by Amount in Row
(9) 6.1% (See Item 4) | ||
| 12. Type of Reporting Person PN | ||
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 4 of 8 |
| 1. Names of Reporting Persons. Shahzad Malik | |
| 2. Check the Appropriate Box if a Member of a
Group (a) [ ] (b) [ ] | |
| 3. SEC Use Only | |
| 4. Citizenship or Place of Organization
United Kingdom | |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 2,500 |
| 6.
Shared Voting Power 1,694,349 (See Item 4) | |
| 7. Sole Dispositive Power 2,500 | |
| 8.
Shared Dispositive Power 1,694,349 (See Item 4) | |
| 9.
Aggregate Amount Beneficially Owned by Each Reporting Person 1,696,849 (See Item 4) | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| 11. Percent of Class Represented by Amount in Row
(9) 6.1% (See Item 4) | |
| 12. Type of Reporting Person IN | |
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 5 of 8 |
ITEM 1.
(a) Name of Issuer: Axonics Modulation Technologies, Inc. (the “Issuer”)
(b) Address of Issuer's Principal Executive Offices: 26 Technology Drive, Irvine, California 92618
ITEM 2.
(a) Name of Person Filing: This Schedule 13G is being filed jointly by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: Advent Life Sciences LLP (“Advent”), Advent Life Sciences Fund II LP (the “Advent Fund”), and Shahzad Malik, who was as of December 31, 2018 a general partner of Advent and is a member of the Issuer's board of directors. The foregoing entities and Dr. Malik are individually and collectively referred to herein as the “Reporting Person” or the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated February 11, 2019, a copy of which is attached as Exhibit 1 to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b) Address of Principal Business Office, or if None, Residence: The principal business office of each of the Reporting Persons is located at 158 North Gower Street, London NW1 2ND, United Kingdom.
(c) Citizenship: Advent is a limited liability partnership organized under the laws of the United Kingdom. The Advent Fund is a limited partnership organized under the laws of the United Kingdom. Dr. Malik is a citizen of the United Kingdom.
(d) Title of Class of Securities: Common Stock, $0.0001 par value per share (“Common Stock”)
(e) CUSIP Number: 05465P101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d -1(b) OR 240.13d -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 ss.240.13d-1(b)(1)(ii)(E); | |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
| (g) | [_] | A parent holding company or control person in accordance with ss.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) | [_] | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: As of December 31, 2018, each of Advent and the Advent Fund may be deemed to beneficially own 1,694,349 shares of Common Stock, and Dr. Malik may be deemed to beneficially own 1,696,849 shares of Common Stock.
As of December 31, 2018, Advent was the beneficial owner of 58,234 shares of Common Stock, the Advent Fund was the beneficial owner of 1,636,115 shares of Common Stock, and Dr. Malik was the beneficial owner of 2,500 shares of Common Stock. By virtue of the affiliate relationships among the Reporting Persons, each of Advent and the Advent Fund may be deemed to beneficially own in the aggregate 1,694,349 shares of Common Stock as of December 31, 2018, and Dr. Malik may be deemed to beneficially own in the aggregate 1,696,849 shares of Common Stock as of December 31, 2018.
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 6 of 8 |
Dr. Malik, who is a general partner of Advent and a member of the Issuer's board of directors, holds (i) options to purchase a total of 5,000 shares of Common Stock at a price per share of $14.80, none of which are vested as of December 31, 2018, and none of which are anticipated to vest within 60 days following December 31, 2018, and (ii) 2,500 shares of Common Stock, none of which are subject to vesting as of December 31, 2018, and thus 2,500 of the foregoing shares of Common Stock (including with respect to shares of Common Stock underlying options) (in the aggregate) are deemed owned for beneficial reporting purposes as of December 31, 2018.
Each Reporting Person disclaims beneficial ownership of the shares of Common Stock except to the extent of any pecuniary interest therein.
(b) Percent of class: As of December 31, 2018, each of Advent and the Advent Fund may be deemed to beneficially own approximately 6.1% of the outstanding shares of Common Stock, and Dr. Malik may be deemed to beneficially own approximately 6.1% of the outstanding shares of Common Stock.
All percentages of ownership of Common Stock by Advent and the Advent Fund in this Statement assume an aggregate of 27,805,103 shares of Common Stock issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on December 11, 2018, and the percentage of ownership of Common Stock by Dr. Malik in this Statement assumes an additional 2,500 shares of Common Stock issued and outstanding (which shares are not issued and outstanding but are deemed owned by Dr. Malik for beneficial reporting purposes as of December 31, 2018).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of See
Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of
See Item 8 on the cover pages hereto.
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 ..
Not applicable.
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.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 7 of 8 |
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
| CUSIP No. 05465P101 | SCHEDULE 13G | Page 8 of 8 |
ITEM 10. CERTIFICATIONS.
Not applicable.
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.
Date: February 11, 2019
| ADVENT LIFE SCIENCES LLP | |
| By: /s/ Shahzad Malik | |
| General Partner of Advent Life Sciences LLP | |
| ADVENT LIFE SCIENCES FUND II LP | |
| By: /s/ Shahzad Malik | |
| General Partner of Advent Life Sciences LLP | |
| acting in its capacity as General Partner of | |
| Advent Life Sciences Fund II LP | |
| /s/ Shahzad Malik | |
| SHAHZAD MALIK |
Exhibit 1
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Notwithstanding the foregoing, each of the undersigned disclaims beneficial ownership of the shares of the other, except to the extent of his or its pecuniary interest therein. Date: February 11, 2019
| ADVENT LIFE SCIENCES LLP | |
| By: /s/ Shahzad Malik | |
| General Partner of Advent Life Sciences LLP | |
| ADVENT LIFE SCIENCES FUND II LP | |
| By: /s/ Shahzad Malik | |
| General Partner of Advent Life Sciences LLP | |
| acting in its capacity as General Partner of | |
| Advent Life Sciences Fund II LP | |
| /s/ Shahzad Malik | |
| SHAHZAD MALIK |