UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Amendment No. )*
DAY ONE BIOPHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(Title of Class of Securities)
23954D 109
(CUSIP Number)
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
(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 (the “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. 23954D 109
| (1) | Names of reporting persons Takeda Pharmaceutical Company Limited | |||||||||||||||||||||||||||||||||||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||||||||||||||||||||
| (3) | SEC use only | |||||||||||||||||||||||||||||||||||||
| (4) | Citizenship or place of organization Japan | |||||||||||||||||||||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power 0 | ||||||||||||||||||||||||||||||||||||
| (6) | Shared voting power 6,012,758 | |||||||||||||||||||||||||||||||||||||
| (7) | Sole dispositive power 0 | |||||||||||||||||||||||||||||||||||||
| (8) | Shared dispositive power 6,012,758 | |||||||||||||||||||||||||||||||||||||
| (9) | Aggregate amount beneficially owned by each reporting person 6,012,758 (1) | |||||||||||||||||||||||||||||||||||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||||||||||||||||||||
| (11) | Percent of class represented by amount in Row (9) 9.7% (2) | |||||||||||||||||||||||||||||||||||||
| (12) | Type of reporting person (see instructions) CO | |||||||||||||||||||||||||||||||||||||
(1) Takeda Pharmaceutical Company Limited’s beneficial ownership of the Issuer’s Common Stock is comprised of 5,955,534 shares of Common Stock held by Millennium Pharmaceuticals, Inc. and 57,224 shares of Common Stock held by Takeda Ventures, Inc. Millennium Pharmaceuticals, Inc. and Takeda Ventures, Inc. are each direct, wholly owned subsidiaries of Takeda Pharmaceuticals U.S.A. Inc., which is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.3%). Takeda Pharmaceuticals International AG is a direct, wholly owned subsidiary of Takeda Pharmaceutical Company Limited.
(2) Based on 61,928,939 shares of Common Stock outstanding as of October 31, 2021 as disclosed in the issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 8, 2021 (“10-Q”).
Page 2 of 7 pages
CUSIP No. 23954D 109
| (1) | Names of reporting persons Millennium Pharmaceuticals, Inc. | |||||||||||||||||||||||||||||||||||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||||||||||||||||||||
| (3) | SEC use only | |||||||||||||||||||||||||||||||||||||
| (4) | Citizenship or place of organization United States | |||||||||||||||||||||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power 0 | ||||||||||||||||||||||||||||||||||||
| (6) | Shared voting power 5,955,534 | |||||||||||||||||||||||||||||||||||||
| (7) | Sole dispositive power 0 | |||||||||||||||||||||||||||||||||||||
| (8) | Shared dispositive power 5,955,534 | |||||||||||||||||||||||||||||||||||||
| (9) | Aggregate amount beneficially owned by each reporting person 5,955,534 | |||||||||||||||||||||||||||||||||||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||||||||||||||||||||
| (11) | Percent of class represented by amount in Row (9) 9.6% (1) | |||||||||||||||||||||||||||||||||||||
| (12) | Type of reporting person (see instructions) CO | |||||||||||||||||||||||||||||||||||||
(1) Based on 61,928,939 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the issuer’s 10-Q.
Page 3 of 7 pages
CUSIP No. 23954D 109
| (1) | Names of reporting persons Takeda Ventures, Inc. | |||||||||||||||||||||||||||||||||||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐ | |||||||||||||||||||||||||||||||||||||
| (3) | SEC use only | |||||||||||||||||||||||||||||||||||||
| (4) | Citizenship or place of organization United States | |||||||||||||||||||||||||||||||||||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power 0 | ||||||||||||||||||||||||||||||||||||
| (6) | Shared voting power 57,224 | |||||||||||||||||||||||||||||||||||||
| (7) | Sole dispositive power 0 | |||||||||||||||||||||||||||||||||||||
| (8) | Shared dispositive power 57,224 | |||||||||||||||||||||||||||||||||||||
| (9) | Aggregate amount beneficially owned by each reporting person 57,224 | |||||||||||||||||||||||||||||||||||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||||||||||||||||||||||||
| (11) | Percent of class represented by amount in Row (9) <1% (1) | |||||||||||||||||||||||||||||||||||||
| (12) | Type of reporting person (see instructions) CO | |||||||||||||||||||||||||||||||||||||
(1) Based on 61,928,939 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the issuer’s 10-Q.
Page 4 of 7 pages
Item 1(a) Name of issuer:
Day One Biopharmaceuticals, Inc.
Item 1(b) Address of issuer’s principal executive offices:
395 Oyster Point Blvd., Suite 217, South San Francisco, CA 94080
Item 2(a) Name of person filing:
Takeda Pharmaceutical Company Limited
Millennium Pharmaceuticals, Inc.
Takeda Ventures, Inc.
Item 2(b) Address of principal business office or, if none, residence:
Takeda Pharmaceutical Company Limited – 1-1, Nihonbashi-Honcho 2-Chome, Chuo-ku, Tokyo 103-8668, Japan
Millennium Pharmaceuticals, Inc. – 40 Landsdowne Street, Cambridge, MA 02139, USA
Takeda Ventures, Inc. – 9625 Towne Centre Drive, California, CA 92121
Item 2(c) Citizenship:
Takeda Pharmaceutical Company Limited – Japan
Millennium Pharmaceuticals, Inc. – United States
Takeda Ventures, Inc. – United States
Item 2(d) Title of class of securities:
Common Stock, par value $0.0001 per share
Item 2(e) CUSIP No.:
23954D 109
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:
Not applicable.
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: See the responses to Item 9 on the attached cover pages.
(b) Percent of class: See the responses to Item 11 on the attached cover pages.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.
Page 5 of 7 pages
(iii) Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.
The percentages used herein and in this Item 4 are calculated based on 61,928,939 shares of Common Stock outstanding as of October 31, 2021, as disclosed in the issuer’s 10-Q.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
See Exhibit 99.1.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications
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 § 240.14a-11.
Page 6 of 7 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: January 14, 2022
| TAKEDA PHARMACEUTICAL COMPANY LIMITED | ||||||||
| By | /s/ Yoshihiro Nakagawa | |||||||
| Name: | Yoshihiro Nakagawa | |||||||
| Title: | Corporate Officer, Global General Counsel | |||||||
| MILLENNIUM PHARMACEUTICALS, INC. | ||||||||
| By | /s/ Paul Sundberg | |||||||
| Name: | Paul Sundberg | |||||||
| Title: | Attorney-in-fact | |||||||
TAKEDA VENTURES, INC. | ||||||||
| By | /s/ Michael Martin | |||||||
| Name: | Michael Martin | |||||||
| Title: | President | |||||||
Page 7 of 7 pages
INDEX TO EXHIBITS
Exhibit 99.1 | |||||
Exhibit 99.2 | |||||
Exhibit 99.3 | |||||
Exhibit 99.1
Identification of the subsidiary which acquired the security being reported on by the parent holding company.
Millennium Pharmaceuticals, Inc. is the direct beneficial owner of 5,955,534 shares of the Issuer’s Common Stock and Takeda Ventures, Inc. is the direct beneficial owner of 57,224 shares of the Issuer’s Common Stock. Millennium Pharmaceuticals, Inc. and Takeda Ventures, Inc. are each direct, wholly owned subsidiaries of Takeda Pharmaceuticals U.S.A. Inc., which is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.3%). Takeda Pharmaceuticals International AG is a direct, wholly owned subsidiary of Takeda Pharmaceutical Company Limited.
Exhibit 99.2
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Day One Biopharmaceuticals, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Date: January 14, 2022
| TAKEDA PHARMACEUTICAL COMPANY LIMITED | ||||||||
| By | /s/ Yoshihiro Nakagawa | |||||||
| Name: | Yoshihiro Nakagawa | |||||||
| Title: | Corporate Officer, Global General Counsel | |||||||
| MILLENNIUM PHARMACEUTICALS, INC. | ||||||||
| By | /s/ Paul Sundberg | |||||||
| Name: | Paul Sundberg | |||||||
| Title: | Attorney-in-fact | |||||||
| TAKEDA VENTURES, INC. | ||||||||
| By | /s/ Michael Martin | |||||||
| Name: | Michael Martin | |||||||
| Title: | President | |||||||
Exhibit 99.3
POWER OF ATTORNEY
Know all by these present, that Millennium Pharmaceuticals, Inc. (the “Reporting Person”) hereby constitutes and appoints Paul Sundberg as the Reporting Person’s true and lawful attorney-in-fact to:
1)prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Sections 13 and 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
2)prepare and file on behalf of the Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that the Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s ownership of, or transactions in, the securities of any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);
3)do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;
4)complete for and on behalf of the Reporting Person, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the requestor thereof, any questionnaires, documents or other materials that are requested in connection with any (i) equity or debt offering by a Portfolio Company and (ii) exercise by the Reporting Person of voting or proxy rights in connection with the Reporting Person’s equity ownership of any Portfolio Company; and
5)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The Reporting Person hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if the legal representatives of the Reporting Person were personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the Reporting Person, is not assuming nor relieving any of the Reporting Person’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act. The Reporting Person acknowledges that the foregoing attorney-in-fact does not assume (i) any liability for the Reporting Person’s responsibility to comply with the requirements of the Act or the Exchange Act, (ii) any liability of the Reporting Person for any failure to comply with such requirements or (iii) any obligation or liability of the Reporting Person for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked by the Reporting Person at any time at its sole discretion. This Power of Attorney shall expire as to the attorney-in-fact if such attorney-in-fact ceases to serve as an employee of Takeda Pharmaceutical Company Limited or one of its subsidiaries.
IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney to become effective as of the date set forth below.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Fabien Dubois
Name: Fabien Dubois
Title: Treasurer
Date: January 17, 2020