UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
| Boundless Bio, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 10170A100 |
| (CUSIP Number) |
| April 2, 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) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing of 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.
| CUSIP No. 10170A100 | Page 2 of 11 Pages |
| 1. | Name of Reporting Person | ||
| Bayer HealthCare LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Delaware | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 1,615,201 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 1,615,201 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 1,615,201 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 7.3%1 | |||
| 12. | Type of Reporting Person | ||
| CO | |||
1 This percentage is based on 22,239,333 shares of common stock, $0.0001 par value per share (the “Common Stock”), outstanding of Boundless Bio, Inc., a Delaware corporation (the “Issuer”), following the closing of the Issuer’s initial public offering (and assuming no exercise of the underwriters’ over-allotment option), as disclosed in the Issuer’s prospectus dated March 27, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2024 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Final Prospectus”).
| CUSIP No. 10170A100 | Page 3 of 11 Pages |
| 1. | Name of Reporting Person | ||
| Bayer US Holding LP | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Delaware | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 1,615,201 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 1,615,201 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 1,615,201 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 7.3%2 | |||
| 12. | Type of Reporting Person | ||
| PN | |||
2 This percentage is based on 22,239,333 shares of the Issuer’s Common Stock outstanding as disclosed in the Issuer’s Final Prospectus.
| CUSIP No. 10170A100 | Page 4 of 11 Pages |
| 1. | Name of Reporting Person | ||
| Bayer World Investments B.V. | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| The Netherlands | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 1,615,201 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 1,615,201 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 1,615,201 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 7.3%3 | |||
| 12. | Type of Reporting Person | ||
| CO | |||
3 This percentage is based on 22,239,333 shares of the Issuer’s Common Stock outstanding as disclosed in the Issuer’s Final Prospectus.
| CUSIP No. 10170A100 | Page 5 of 11 Pages |
| 1. | Name of Reporting Person | ||
| Bayer Aktiengesellschaft | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Germany | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 1,615,201 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 1,615,201 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 1,615,201 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 7.3%4 | |||
| 12. | Type of Reporting Person | ||
| HC, CO | |||
4 This percentage is based on 22,239,333 shares of the Issuer’s Common Stock outstanding as disclosed in the Issuer’s Final Prospectus.
| CUSIP No. 10170A100 | Page 6 of 11 Pages |
| Item 1(a) | Name of Issuer |
Boundless Bio, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
9880 Campus Point Drive, Suite 120, San Diego, California 92121
| Item 2(a) | Name of Person Filing |
This Schedule 13G is being jointly filed by Bayer HealthCare LLC (“BHC”), Bayer US Holding LP (“BUSH LP”), Bayer World Investments B.V. (“BWI”) and Bayer Aktiengesellschaft (“Bayer AG”) (collectively, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
The business address for BHC and BUSH LP is 100 Bayer Boulevard, Whippany, New Jersey 07981.
The business address for BWI is Siriusdreef 36, 2132 WT Hoofddorp, The Netherlands.
The business address for Bayer AG is Kaiser-Wilhelm-Allee 1, 51368 Leverkusen, Germany.
| Item 2(c) | Citizenship |
The Reporting Persons are citizens of:
BHC – Delaware
BUSH LP – Delaware
BWI — The Netherlands
Bayer AG — Germany
| Item 2(d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e) | CUSIP Number |
10170A100
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable
| Item 4. | Ownership |
(a) BHC is the direct beneficial owner of an aggregate of 1,615,201 shares of the Issuer’s Common Stock, which represents 7.3% of the Issuer’s Common Stock outstanding, based upon 22,239,333 shares of the Issuer’s Common Stock outstanding following the closing of the Issuer’s initial public offering (and assuming no exercise of the underwriters’ over-allotment option) as disclosed in the Issuer’s Final Prospectus.
| CUSIP No. 10170A100 | Page 7 of 11 Pages |
BHC is controlled by BUSH LP. BWI is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer AG. Accordingly, Bayer AG may be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned directly by BHC.
(b) Percent of class:
BHC – 7.3%
BUSH LP – 7.3%
BWI — 7.3%
Bayer AG — 7.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
BHC — 1,615,201
BUSH LP — 1,615,201
BWI — 1,615,201
Bayer AG — 1,615,201
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
BHC — 1,615,201
BUSH LP — 1,615,201
BWI — 1,615,201
Bayer AG — 1,615,201
| 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
| CUSIP No. 10170A100 | Page 8 of 11 Pages |
| 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 each of the undersigned certifies that, to the best of its 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.
| CUSIP No. 10170A100 | Page 9 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 9, 2024
| BAYER HEALTHCARE LLC | ||
| By: | /s/ Priyal Patel | |
| Priyal Patel, Treasurer | ||
| BAYER US HOLDING LP | ||
| By: | /s/ Priyal Patel | |
| Priyal Patel, Treasurer | ||
| BAYER WORLD INVESTMENTS B.V. | ||
| By: | /s/ Kati Schnuerer | |
| Kati Schnuerer, Managing Director | ||
| BAYER AKTIENGESELLSCHAFT | ||
| By: | /s/ Thomas Hoffmann | |
| Thomas Hoffmann, Head of Treasury | ||
| CUSIP No. 10170A100 | Page 10 of 11 Pages |
EXHIBIT INDEX
| A. | Joint Filing Agreement, dated April 9, 2024, by and between Bayer HealthCare LLC, Bayer US Holding LP, Bayer World Investments B.V. and Bayer Aktiengesellschaft. |
| CUSIP No. 10170A100 | Page 11 of 11 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly prepare and file with the United States Securities and Exchange Commission this Schedule 13G and any future amendments hereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigned’s ownership of securities of Boundless Bio, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Date: April 9, 2024
| BAYER HEALTHCARE LLC | ||
| By: | /s/ Priyal Patel | |
| Priyal Patel, Treasurer | ||
| BAYER US HOLDING LP | ||
| By: | /s/ Priyal Patel | |
| Priyal Patel, Treasurer | ||
| BAYER WORLD INVESTMENTS B.V. | ||
| By: | /s/ Kati Schnuerer | |
| Kati Schnuerer, Managing Director | ||
| BAYER AKTIENGESELLSCHAFT | ||
| By: | /s/ Thomas Hoffmann | |
| Thomas Hoffmann, Head of Treasury | ||