UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Fate Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
31189P102
(CUSIP Number)
January 31, 2024
(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 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).
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CUSIP No. 13G
31189P102
1 NAMES OF REPORTING PERSONS
Boxer Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(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
6,171,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
6,171,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,171,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 13G
31189P102
1 NAMES OF REPORTING PERSONS
Boxer Asser Management Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
6,171,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
6,171,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,171,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 13G
31189P102
1 NAMES OF REPORTING PERSONS
Joe Lewis
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
6,171,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
6,171,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,171,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 13G
31189P102
1 NAMES OF REPORTING PERSONS
MVA Investors, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(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
290,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
290,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 13G
31189P102
1 NAMES OF REPORTING PERSONS
Aaron I. Davis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
290,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
290,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 1. (a) Name of Issuer
The name of the issuer is Fate Therapeutics, Inc. (the "
Issuer
").
Item 1. (b) Address of Issuer's Principal Executive Offices
The Issuer's principal executive offices are located
at 12278 Scripps Summit Drive, San Diego, CA 92131
.
Item 2. Name of Person Filing
(a)
This Schedule 13G is jointly filed by Boxer Capital, LLC ("
Boxer Capital
"), Boxer Asset Management Inc. ("
Boxer Management
"), Joe Lewis, MVA Investors, LLC ("
MVA Investors
") and Aaron I. Davis (collectively, the "
Reporting Persons
"). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis
is the sole indirect beneficial owner of and controls Boxer Management. MVA Investors is the
independent, personal investment vehicle of certain employees of Boxer Capital. Aaron I. Davis
is a member of and has voting and dispositive power over securities held by MVA Investors.
Item 2. Address of Principal Business Office or, if None, Residence
(b)
The principal business address of Boxer Capital, MVA Investors and Aaron
I. Davis is: 12860 El Camino Real, Suite 300, San Diego, CA 92130.
The principal business address of Boxer Management and Joe Lewis is:
Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
Item 2. Citizenship
(c)
Boxer Capital and MVA Investors are limited liability companies organized
under the laws of Delaware. Boxer Management is a corporation organized
under the laws of the Bahamas. Joe Lewis is a citizen of the United
Kingdom. Aaron I. Davis is a citizen of the United States of America.
Item 2. Title of Class of Securities
(d)
Common Stock, $0.001 par value per share ("
Common Stock
").
Item 2. CUSIP Number
(e)
The CUSIP number for the Common Stock is 31189P102.
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:
Not Applicable.
Item 4. Ownership
(a) Amount beneficially owned:
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Boxer Capital, Boxer Management and Joe Lewis beneficially own
6,171,000 shares of Common Stock. MVA Investors and Aaron I. Davis
beneficially own 290,000 shares of Common Stock. The Reporting Persons
beneficially own, in the aggregate, 6,461,000 shares of Common Stock.
(b) Percent of class:
All percentages of beneficial ownership set forth herein are based on 98,601,966 shares of Common Stock
reported outstanding on October 31, 2023 in the Quarterly Report on Form 10-Q filed by the Issuer with the
Securities and Exchange Commission on November 8, 2023. The number of shares of Common Stock beneficially owned
by the Reporting Persons in the aggregate represent 6.6% of the Issuer's outstanding shares of Common Stock.
(c) Number of shares as to
which such person has:
(i) Sole power to vote
or to direct the vote:
None of the Reporting Persons
has sole power to vote
or to direct the vote of any
shares of Common Stock.
(ii) Shared power to vote
or to direct the vote:
Boxer Capital, Boxer Management and Joe Lewis have shared power
to vote or to direct the vote of 6,171,000 shares of Common
Stock. MVA Investors and Aaron I. Davis have shared power to
vote or to direct the vote of 290,000 shares of Common Stock.
(iii) Sole power to dispose or
to direct the disposition of:
None of the Reporting Persons
has sole power to dispose or
to direct the disposition of
any shares of Common Stock.
(iv) Shared power to dispose or
to direct the disposition of:
Boxer Capital, Boxer Management and Joe Lewis have shared power to
dispose or to direct the disposition of 6,171,000 shares of Common
Stock. MVA Investors and Aaron I. Davis have shared power to dispose
or to direct the disposition of 290,000 shares of Common Stock.
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
Other than as may result from indirect interests
of investors in Boxer Capital and MVA
Investors, no persons other than the Reporting
Persons have the right to receive or the
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power to direct the receipt of dividends, or
proceeds of sale of the securities disclosed herein.
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 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, other than activities solely in connection with a nomination under (s) 240.14a-11.
Exhibits
1 Joint Filing Agreement, dated February
12, 2024, among the Reporting Persons.
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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 12, 2024
BOXER CAPITAL, LLC
By: /s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By: /s/ Paul Higgs
Name: Paul Higgs
Title: Director
JOSEPH C. LEWIS
/s/ Joseph C. Lewis
Joseph C. Lewis, Individually
MVA INVESTORS, LLC
By: /s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Authorized Signatory
AARON I. DAVIS
/s/ Aaron I. Davis
Aaron I. Davis, Individually
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G in respect of the Common Stock of Fate Therapeutics, Inc. is filed on
behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G may be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information
concerning him or it contained herein or therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
EXECUTED February 12, 2024.
BOXER CAPITAL, LLC
By: /s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By: /s/ Paul Higgs
Name: Paul Higgs
Title: Director
JOSEPH C. LEWIS
/s/ Joseph C. Lewis
Joseph C. Lewis, Individually
MVA INVESTORS, LLC
By: /s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Authorized Signatory
AARON I. DAVIS
/s/ Aaron I. Davis
Aaron I. Davis, Individually