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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

IKENA ONCOLOGY, INC.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

45175G108

(CUSIP Number)

 

Atlas Venture

Attention: Ommer Chohan, Chief Financial Officer

300 Technology Square, 8th Floor

Cambridge, MA 02139 USA

(857) 201-2700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

March 30, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 󠅢

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 45175G108 Page 2 of 17

 

1  

NAMES OF REPORTING PERSONS:

ATLAS VENTURE FUND X, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

WC

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

2,901,6091

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

2,901,6091

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,901,6091

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

 

  1 As described in Item 5 below, Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”), Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”) and Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC” and together with Atlas X and AVA X LP, the “Fund X Reporting Persons”) beneficially own 2,901,609 shares of the Issuer’s Common Stock. All of these shares are directly held by Atlas X. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC has voting and dispositive power over the shares held by Atlas X. As such, each of the Fund X Reporting Persons share voting and dispositive power with respect to the shares held by Atlas X.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 3 of 17

 

1  

NAMES OF REPORTING PERSONS:

ATLAS VENTURE ASSOCIATES X, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

2,901,6091

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

2,901,6091

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,901,6091

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

 

  1 As described in Item 5 below, Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”), Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”) and Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC” and together with Atlas X and AVA X LP, the “Fund X Reporting Persons”) beneficially own 2,901,609 shares of the Issuer’s Common Stock. All of these shares are directly held by Atlas X. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC has voting and dispositive power over the shares held by Atlas X. As such, each of the Fund X Reporting Persons share voting and dispositive power with respect to the shares held by Atlas X.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 4 of 17

 

1  

NAMES OF REPORTING PERSONS:

Atlas Venture Associates X, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

2,901,6091

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

2,901,6091

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,901,6091

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.1%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

 

  1 As described in Item 5 below, Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”), Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”) and Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC” and together with Atlas X and AVA X LP, the “Fund X Reporting Persons”) beneficially own 2,901,609 shares of the Issuer’s Common Stock. All of these shares are directly held by Atlas X. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of AVA X LP and AVA X LLC has voting and dispositive power over the shares held by Atlas X. As such, each of the Fund X Reporting Persons share voting and dispositive power with respect to the shares held by Atlas X.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 5 of 17

 

1  

NAMES OF REPORTING PERSONS:

ATLAS VENTURE FUND XI, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

WC

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

1,241,9351

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

1,241,9351

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,241,9351

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.5%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

 

  1 As described in Item 5 below, Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”) and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) beneficially own 1,241,935 shares of the Issuer’s Common Stock. All of these shares are directly held by Atlas XI. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 6 of 17

 

1  

NAMES OF REPORTING PERSONS:

ATLAS VENTURE ASSOCIATES XI, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

1,241,9351

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

1,241,9351

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,241,9351

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.5%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

 

  1 As described in Item 5 below, Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”) and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) beneficially own 1,241,935 shares of the Issuer’s Common Stock. All of these shares are directly held by Atlas XI. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 7 of 17

 

1  

NAMES OF REPORTING PERSONS:

Atlas Venture Associates XI, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

1,241,9351

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

1,241,9351

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,241,9351

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.5%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

 

  1 As described in Item 5 below, Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”) and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) beneficially own 1,241,935 shares of the Issuer’s Common Stock. All of these shares are directly held by Atlas XI. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 8 of 17

 

1  

NAMES OF REPORTING PERSONS:

Atlas Venture Opportunity Fund I, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

WC

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

874,6341

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

874,6341

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

874,6341

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.4%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

 

  1 As described in Item 5 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 874,634 shares of the Issuer’s Common Stock. All of these shares are held by AVOF. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVOF.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 9 of 17

 

1  

NAMES OF REPORTING PERSONS:

Atlas Venture Associates Opportunity I, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

874,6341

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

874,6341

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

874,6341

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.4%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

PN

 

  1 As described in Item 5 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 874,634 shares of the Issuer’s Common Stock. All of these shares are held by AVOF. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVOF.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108 Page 10 of 17

 

1  

NAMES OF REPORTING PERSONS:

Atlas Venture Associates Opportunity I, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) ☐ (b) ☒

3   SEC USE ONLY:
4  

SOURCE OF FUNDS (SEE INSTRUCTIONS):

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH		   7  

SOLE VOTING POWER:

0

  8  

SHARED VOTING POWER:

874,6341

  9  

SOLE DISPOSITIVE POWER:

0

  10  

SHARED DISPOSITIVE POWER:

874,6341

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

874,6341

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

2.4%2

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO

 

  1 As described in Item 5 below, Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons”) beneficially own 874,634 shares of the Issuer’s Common Stock. All of these shares are held by AVOF. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVOF.

  2 This percentage is calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

 

 

 

CUSIP 45175G108   Page 11 of 17

 

INTRODUCTION

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Schedule 13D is being filed by Atlas Venture Fund X, L.P., Atlas Venture Associates X, L.P., Atlas Venture Associates X, LLC, Atlas Venture Fund XI, L.P., Atlas Venture Associates XI, L.P., Atlas Venture Associates XI, LLC, Atlas Venture Opportunity Fund I, L.P., Atlas Venture Associates Opportunity I, L.P. and Atlas Venture Associates Opportunity I, LLC, as described in Item 3 below.

 

ITEM 1. SECURITY AND ISSUER

 

The class of equity securities to which this Schedule 13D relates is common stock, par value $0.0001 per share (the “Common Stock”) of Ikena Oncology, Inc., a Delaware corporation (the “Issuer” or “Ikena”). The principal executive offices of the Issuer are located at 645 Summer Street, Suite 101, Boston, MA 02210.

 

ITEM 2. IDENTITY AND BACKGROUND

 

(a) This Schedule 13D is filed by (i) Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”), (ii) Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”), (iii) Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC” and together with Atlas X and AVA X LP, the “Fund X Reporting Persons”), (iv) Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), (v) Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”), (vi) Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) (vii) Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), (viii) Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and (ix) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons” and together with the Fund X Reporting Persons and Fund XI Reporting Persons, the "Reporting Persons”).

(b) The address of the principal place of business of each of the Reporting Persons is c/o 300 Technology Square, 8th Floor, Cambridge, Massachusetts 02139.

(c) The principal business of each of the Reporting Persons is the venture capital investment business.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been 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.

(f) Each of Atlas X, AVA X LP, Atlas XI, AVA XI LP, AVOF and AVAO LP is a Delaware limited partnership. Each of AVA X LLC, AVA XI LLC and AVAO LLC is a Delaware limited liability company.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 5,018,178 shares of Common Stock, consisting of (i) 2,901,609 shares of Common Stock held by Atlas X, which shares were held prior to the to the Issuer’s initial public offering (the “Offering”) (ii) 1,241,935 shares of Common Stock held by Atlas XI, which shares were held prior to the Offering and (iii) 874,634 shares of Common Stock held by AVOF, of which 749,634 shares were held prior to the Offering and 125,000 that were purchased in Offering. The Offering closed on March 30, 2021. The 125,000 shares of Common Stock acquired by AVOF in the Offering were purchased for an aggregate purchase price of $2 million.

 

The funds used by Atlas X, Atlas XI and AVOF to acquire the securities described above were obtained from its general and limited partners.

 

 

 


CUSIP 45175G108 Page 12 of 17

 

ITEM 4. PURPOSE OF TRANSACTION

 

The Reporting Persons acquired the Common Stock for investment purposes. Except as set forth herein and except that the Reporting Persons or any of their affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the Common Stock now owned or hereafter acquired by them to one or more purchasers, as of the date of this Schedule 13D, none of the Reporting Persons has any present plans which relate to or would result in:

 

  (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

  (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

  (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

  (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

  (e) Any material change in the present capitalization or dividend policy of the Issuer;

  (f) Any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

  (g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

  (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

  (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

  (j) Any action similar to any of those enumerated above.

 

Jean Francois Formela, a member of Atlas X, Atlas XI and AVOF, has served on the board of directors of the Issuer since March 2016. As a director of the Issuer, Mr. Formela may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of this Item 4.

 

 

 

 

CUSIP 45175G108 Page 13 of 17

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

  (a)(b) As of the date hereof, Atlas X is the record owner of 2,901,609 shares of Common Stock. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of Atlas X, AVA X LP and AVA X LLC has shared voting and dispositive power over the shares held by Atlas X. As such, each of Atlas X, AVA X LP and AVA X LLC may be deemed to beneficially own the shares held by Atlas X.

 

As of the date hereof, Atlas XI is the record owner of 1,241,935 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI.

 

As of the date hereof, AVOF is the record owner of 874,634 shares of Common Stock. AVAO LP is the general partner of AVOF and AVAO LLC is the general partner of AVAO LP. Each of AVOF, AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVOF. As such, each of AVOF, AVAO LP and AVAO LLC may be deemed to beneficially own the shares held by AVOF.

 

Each of the Fund X Reporting Persons, Fund XI Reporting Persons and Opportunity Fund Reporting Persons may be deemed to beneficially own 8.1%, 3.5% and 2.4%, respectively, of the Issuer’s outstanding Common Stock, which percentages are calculated based upon 35,906,794 outstanding shares of Common Stock of the Issuer as of October 31, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021 and filed with the Securities and Exchange Commission on November 10, 2021.

 

Collectively, the Reporting Persons beneficially own an aggregate of 5,018,178 shares of Common Stock, which represents 14.0% of the Issuer's outstanding Common Stock. The Fund X Reporting Persons, Fund XI Reporting Persons and the Opportunity Fund Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.

 

  (c)

On December 10, 2021, Atlas XI sold 11,989 shares in the open market at a weighted average sales price of $15.03 per share. On December 13, 2021, Atlas XI sold 8,330 shares in the open market at a weighted average sales price of $14.64 per share. On December 14, 2021, Atlas XI sold 5,959 shares in the open market at a sales price of $14.00 per share. None of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days.

 

  (d) No other person is known by the Reporting Persons 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 of Common Stock beneficially owned by the Reporting Persons.

  (e) Not applicable.

 

ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Investors’ Rights Agreement

Atlas X, Atlas XI and AVOF and certain other stockholders of the Issuer entered into the Fourth Amended and Restated Investors’ Rights Agreement dated August December 20, 2020 (the “Investors’ Rights Agreement”), with the Issuer. Under the Investors’ Rights Agreement, holders of registrable securities are entitled to rights with respect to the registration of these securities under the Securities Act of 1933, as amended (the “Securities Act”). The Investors’ Rights Agreement includes demand rights, short-form registration rights and piggyback registration rights.

 

 

 

 


CUSIP 45175G108		 Page 14 of 17

 

Demand Registration Rights

 

The holders of registrable securities are entitled to demand registration rights. The Issuer will be required, upon the written request of a majority of holders of the registrable securities then outstanding that would result in an aggregate offering price of at least $10.0 million, to file a registration statement and to use commercially reasonable efforts to effect the registration of all or a portion of these shares for public resale.

 

Short Form Registration Rights

 

The holders of registrable securities are also entitled to short form registration rights. Pursuant to the Investors’ Rights Agreement, if the issuer is eligible to file a registration statement on Form S-3, upon the written request of at least 20% in interest of these holders to sell registrable securities at an aggregate price of at least $3.0 million, the Issuer will be required to use commercially reasonable efforts to effect a registration of such shares. The issuer is required to effect only two registrations in any twelve-month period pursuant to this provision of the investor rights agreement.

 

Piggyback Registration Rights

 

The holders of registrable securities are entitled to piggyback registration rights. If the Issuer registers any of our securities either for our own account or for the account of other security holders, the holders of these shares are entitled to include their shares in the registration. Subject to certain exceptions contained in the Investor Rights Agreement, the Issuer and the underwriters may limit the number of shares included in the underwritten offering to the number of shares which we and the underwriters determine in our sole discretion will not jeopardize the success of the offering.

 

Indemnification

 

The Investors’ Rights Agreement contains customary cross-indemnification provisions, under which the Issuer is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

 

Expiration of Registration Rights

 

The demand registration rights and short-form registration rights granted under the Investor Rights Agreement will terminate on the fifth anniversary of the completion of this offering.

 

 

 

 

CUSIP 45175G108 Page 15 of 17

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

  A. Fourth Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, effective as of December 20, 2020. (Incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-253919), filed with the Securities and Exchange Commission on March 5, 2021).

  B. Agreement regarding filing of joint Schedule 13D.

 

 

 

 

CUSIP 45175G108 Page 16 of 17

 

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 11, 2022

 

ATLAS VENTURE FUND X, L.P.
 
By: Atlas Venture Associates X, L.P., its general partner
By: Atlas Venture Associates X, LLC, its general partner
     
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES X, L.P.
 
By: Atlas Venture Associates X, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES X, LLC
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE FUND XI, L.P.
 
By: Atlas Venture Associates XI, L.P., its general partner
By: Atlas Venture Associates XI, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES XI, L.P.
 
By: Atlas Venture Associates XI, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES XI, LLC
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE OPPORTUNITY FUND I, L.P.
 
By: Atlas Venture Associates Opportunity I, L.P., its general partner
By: Atlas Venture Associates Opportunity I, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P.
 
By: Atlas Venture Associates Opportunity I, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  

 

 

 

 

CUSIP 45175G108 Page 17 of 17

 

EXHIBIT B

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.

 

Dated: February 11, 2022 

 

ATLAS VENTURE FUND X, L.P.
 
By: Atlas Venture Associates X, L.P., its general partner
By: Atlas Venture Associates X, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES X, L.P.
 
By: Atlas Venture Associates X, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES X, LLC
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE FUND XI, L.P.
 
By: Atlas Venture Associates XI, L.P., its general partner
By: Atlas Venture Associates XI, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES XI, L.P.
 
By: Atlas Venture Associates XI, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES XI, LLC
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE OPPORTUNITY FUND I, L.P.
 
By: Atlas Venture Associates Opportunity I, L.P., its general partner
By: Atlas Venture Associates Opportunity I, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P.
 
By: Atlas Venture Associates Opportunity I, LLC, its general partner
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer  
   
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC
 
By: /s/ Ommer Chohan  
Name: Ommer Chohan  
Title: Chief Financial Officer