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| Name | Symbol | Market | Type |
|---|---|---|---|
| OmniAb Inc | NASDAQ:OABIW | NASDAQ | Equity Warrant |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.34 | 0.0004 | 0.4475 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Organogenesis Holdings Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
68621F102
(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)
☐ 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. 68621F102 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital Master Fund, L.P. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ SEC USE ONLY CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 7,363,063 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 7,363,063
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,363,063 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.6% (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) FI FOOTNOTES The shares of common stock reported in this row are held by Soleus Capital Master Fund, L.P. (“Master
Fund”). Soleus Capital, LLC (“Soleus Capital”) is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC (“SCG”) is the sole
managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an
admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein. This percentage is calculated based upon 130,915,099 shares of common stock outstanding of the Issuer as of
November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 filed with the Securities and Exchange Commission on November 9, 2022
(the “Form 10-Q”).
CUSIP NO. 68621F102 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital, LLC CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ SEC USE ONLY CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 7,363,063 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 7,363,063
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,363,063 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.6% (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO FOOTNOTES The shares of common stock reported in this row are held by Master Fund. Soleus Capital is the sole general
partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. SCG is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and
Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act,
or for any other purpose, except to the extent of their respective pecuniary interests therein. This percentage is calculated based upon 130,915,099 shares of common stock outstanding of the Issuer as of
November 1, 2022, as reported in the Form 10-Q.
CUSIP NO. 68621F102 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital Group, LLC CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ SEC USE ONLY CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 7,363,063 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 7,363,063
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,363,063 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.6% (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO FOOTNOTES The shares of common stock reported in this row are held by Master Fund. Soleus Capital is the sole general
partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. SCG is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and
Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act,
or for any other purpose, except to the extent of their respective pecuniary interests therein. This percentage is calculated based upon 130,915,099 shares of common stock outstanding of the Issuer as of
November 1, 2022, as reported in the Form 10-Q.
CUSIP NO. 68621F102 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Guy Levy CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ SEC USE ONLY CITIZENSHIP OR PLACE OF
ORGANIZATION United
States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 7,363,063 (1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 7,363,063
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,363,063 (1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.6% (2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN FOOTNOTES The shares of common stock reported in this row are held by Master Fund. Soleus Capital is the sole general
partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. SCG is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and
Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act,
or for any other purpose, except to the extent of their respective pecuniary interests therein. This percentage is calculated based upon 130,915,099 shares of common stock outstanding of the Issuer as of
November 1, 2022, as reported in the Form 10-Q.
Item 1. Name of Issuer Organogenesis Holdings Inc. Address of Issuer’s Principal Executive Offices 85 Dan Road Canton, MA 02021 Item 2. Name of Person(s) Filing Soleus Capital Master Fund, L.P. Soleus Capital, LLC Soleus Capital Group, LLC Guy Levy Address of Principal Business Office or, if none, Residence Soleus Capital Master Fund, L.P. 104 Field Point Road, 2nd Floor
Greenwich, CT 06830 Soleus Capital, LLC 104 Field Point Road, 2nd Floor Greenwich, CT 06830 Soleus Capital Group, LLC 104 Field Point Road, 2nd Floor Greenwich, CT 06830 Guy Levy c/o Soleus Capital Management, L.P 104 Field Point Road, 2nd
Floor Greenwich, CT 06830 Citizenship Soleus Capital Master Fund, L.P. – Cayman Islands Soleus
Capital, LLC – Delaware Soleus Capital Group, LLC - Delaware Guy Levy – United States Title of Class of Securities Class A Common Stock
CUSIP Number 68621F102 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: Item 4. Ownership. Reference is made to Items 5 – 11 on the preceding pages of this Schedule 13G. Soleus Capital Master Fund, L.P. (“Master Fund”) holds, as of the close of business on December 31, 2022, an aggregate of 7,363,063 shares of
the Class A common stock of the Issuer. As the general partner of Master Fund, Soleus Capital, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Master Fund.
As the sole managing member of Soleus Capital, Soleus Capital Group, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the shares held by Master Fund. As the sole managing member of
Soleus Capital Group, LLC, Mr. Guy Levy may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the Shares held by Master Fund. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Levy, Soleus Capital, LLC or Soleus
Capital Group, LLC is the beneficial owner of the shares of the common stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed, except to the extent of their respective pecuniary interests therein. Item 5. Ownership of Five Percent or
Less of a Class 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. 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, 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.
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct. /s/ Guy Levy /s/ Guy Levy /s/ Guy Levy /s/ Guy Levy
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(1)
(2)
(a)
(b)
(a)
(b)
(c)
(d)
(e)
(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)
☐
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:
Date: February 14, 2023
Soleus Capital Master Fund, L.P.
By:
Soleus Capital, LLC, its General Partner
By:
Soleus Capital Group, LLC, its Managing Manager
By:
Name:
Guy Levy
Title:
Managing Member
Date: February 14, 2023
Soleus Capital, LLC
By:
Soleus Capital Group, LLC, its Managing Manager
By:
Name:
Guy Levy
Title:
Managing Member
Date: February 14, 2023
Soleus Capital Group, LLC
By:
Name:
Guy Levy
Title:
Managing Member
Date: February 14, 2023
Name:
Guy Levy
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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