UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Fate Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
31189P102
(CUSIP Number)
October 10, 2024
(Date of Event which Requires Filing of this Statement)
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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).
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CUSIP No.: 31189P102 13G Page 2 of 12 Pages
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No.: 31189P102 13G Page 3 of 12 Pages
1 NAMES OF REPORTING PERSONS
Boxer Asset 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No.: 31189P102 13G Page 4 of 10 Pages
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No.: 31189P102 13G Page 5 of 10 Pages
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No.: 31189P102 13G Page 6 of 10 Pages
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
4,960,910
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
4,960,910
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,960,910
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No.: 31189P102 13G Page 7 of 12 Pages
1 NAMES OF REPORTING PERSONS
Boxer Capital Management, 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
4,960,910
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
4,960,910
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,960,910
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO; IA
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CUSIP No.: 31189P102 13G Page 8 of 12 Pages
This Amendment No. 1 ("
Amendment No. 1
") amends and supplements the statement on Schedule 13G initially filed on
February 12, 2024 (the "
Original Filing
") by Boxer Capital, LLC ("
Boxer Capital
"), Boxer Asset Management Inc. ("
Boxer Management
"), Joe Lewis, Aaron I. Davis and MVA Investors, LLC ("
MVA Investors
") regarding the Common Stock of Fate Therapeutics, Inc. On October 10, 2024,
Boxer Capital entered into an investment management agreement (the "
IMA
") with Boxer Capital Management LLC ("
BCM
"), a registered investment advisor controlled by Mr. Davis. Pursuant to the
IMA, Boxer Capital has delegated exclusive voting and investment power over
its investment portfolio to BCM. Consequently, BCM has acquired beneficial
ownership of the securities held in Boxer Capital's investment portfolio and,
without reflecting any change in its economic interest in such securities,
Boxer Capital has thereby ceased to beneficially own the securities held in
its investment portfolio, including shares of Common Stock. To the extent
applicable, the Original Filing, as hereby amended, is hereby adopted by BCM
as its original filing on Schedule 13G regarding the Common Stock. The
Original Filing, as amended, remains in effect except to the extent that it is
amended, restated or superseded by information contained in this Amendment No.
1. Capitalized terms used and not defined in this Amendment No. 1 have the
meanings set forth in the Original Filing, as amended. Boxer Capital, Boxer
Management, Mr. Lewis, MVA Investors, Mr. Davis and BCM report herein that
they have ceased to beneficially own more than 5% of the outstanding shares of
Common Stock.
Item 2(a): Name of Person Filing
Item 2(a) is hereby amended and restated to read as follows:
This Schedule 13G is jointly filed by Boxer Capital, Boxer Management, Mr.
Lewis, MVA Investors, Mr. Davis and BCM (collectively, the "
Reporting Persons
").
Boxer Management is the managing member and majority owner of Boxer Capital.
Mr. Lewis is the sole indirect owner of and controls Boxer Management. MVA
Investors is the independent, personal investment vehicle of certain employees
of BCM. BCM is a registered investment advisor, providing investment
management services to Boxer Capital. Mr. Davis is the Managing Member of BCM
and is a member of and has voting and dispositive power over securities
beneficially held by MVA Investors and BCM. With his immediate family, Mr.
Davis indirectly owns the membership interests in BCM.
Item 2(b): Address of Principal Business Office or, if None, Residence
Item 2(b) is hereby amended and restated to read as follows:
The principal business address of Boxer Capital, MVA Investors, Mr. Davis and
BCM is: 12860 El Camino Real, Suite 300, San Diego, CA 92130. The principal
business address of Boxer Management and Mr. Lewis is: Albany Financial
Center, Suite 207, Lewis Drive, N7776, New Providence, Bahamas.
Item 2(c): Citizenship
Item 2(c) is hereby amended and restated to read as follows:
Boxer Capital, MVA Investors and BCM are limited liability companies organized
under the laws of Delaware. Boxer Management is a Bahamian international
business company. Mr. Lewis is a citizen of the United Kingdom. Mr. Davis is a
citizen of the United States of America
.
Item 4: Ownership
Item 4 is hereby amended and restated to read as follows:
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CUSIP No.: 31189P102 13G Page 9 of 12 Pages
(a) Amount beneficially owned
: BCM and Mr. Davis beneficially own 4,960,910 shares of Common Stock. The Reporting
Persons beneficially own, in the aggregate, 4,960,910 shares of Common Stock.
(b) Percent of class
: All percentages of beneficial ownership set forth herein are based on 113,877,884 shares of Common Stock
reported outstanding on August 6, 2024 in the Form 10-Q filed by the Issuer with the Securities and
Exchange Commission on August 13, 2024. The number of shares of Common Stock beneficially owned by the
Reporting Persons in the aggregate represents 4.4% 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
: BCM and Mr. Davis have shared power to vote or to direct the vote of 4,960,910 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
: BCM and Mr. Davis have shared power to dispose or to direct the disposition of 4,960,910 shares of Common Stock.
Item 5: Ownership of Five Percent or Less of a Class
With respect to the Reporting Persons:
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
Item 6 is hereby amended and restated to read as follows:
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 power to direct the receipt of dividends, or proceeds of
sale of the securities disclosed herein.
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.
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CUSIP No.: 31189P102 13G Page 10 of 12 Pages
Exhibits
2 Joint Filing Agreement, dated October 25, 2024, among the Reporting Persons.
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CUSIP No.: 31189P102 13G Page 11 of 12 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: October 25, 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
/s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Authorized Signatory
AARON I. DAVIS
By: /s/ Aaron I. Davis
Aaron I. Davis, Individually
BOXER CAPITAL MANAGEMENT, LLC
By: /s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Managing Member
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CUSIP No.: 31189P102 13G Page 12 of 12 Pages
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 October 25, 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
/s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Authorized Signatory
AARON I. DAVIS
By: /s/ Aaron I. Davis
Aaron I. Davis, Individually
BOXER CAPITAL MANAGEMENT, LLC
By: /s/ Aaron I. Davis
Name: Aaron I. Davis
Title: Managing Member