Adiumentum Capital Fund Amends Atara Biotherapeutics Stake

TL;DR

Adiumentum Capital Fund I LP updated its 13D filing for Atara Biotherapeutics (ATRA) on 9/5/24. Gregory Ciongoli involved.

AI Summary

On September 5, 2024, Adiumentum Capital Fund I LP, formerly Adiumentum Capital Fund LP, filed an amendment (No. 1) to its Schedule 13D regarding Atara Biotherapeutics, Inc. The filing indicates a change in beneficial ownership, with Gregory A. Ciongoli listed as a member of the group. The specific percentage of shares held or any dollar amounts were not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Atara Biotherapeutics, which could influence its stock performance and corporate decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty.

Key Players & Entities

• Atara Biotherapeutics, Inc. (company) — Subject Company
• Adiumentum Capital Fund I LP (company) — Filing Entity
• Adiumentum Capital Fund LP (company) — Former Company Name
• Gregory A. Ciongoli (person) — Group Member

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $13,796,448.29 — ly owned by Adiumentum is approximately $13,796,448.29. The source of funding for such transac
• $8.25 — of Common Stock, at a purchase price of $8.25 per share of Common Stock and $8.2499 p
• $8.2499 — of $8.25 per share of Common Stock and $8.2499 per share of Common Stock issuable upon
• $36.0 m — fering are expected to be approximately $36.0 million, before deducting estimated offer
• $7.5 million — ering at an aggregate purchase price of $7.5 million. The Registered Offering is being made

Filing Documents

• tm2423241d1_sc13da.htm (SC 13D/A) — 67KB
• 0001104659-24-097369.txt ( ) — 69KB

of the Initial 13D is

Item 3 of the Initial 13D is hereby amended and restated in its entirety as follows: The Responses to Item 4, 5 and 6 of this Schedule 13D are incorporated herein by reference. The investment costs (including commissions, if any) of the Common Stock and the Pre-Funded Warrants directly owned by Adiumentum is approximately $13,796,448.29. The source of funding for such transactions was derived from the capital of Adiumentum. Item 4. Purpose of Transaction.

of the Initial 13D is

Item 4 of the Initial 13D is hereby amended and supplemented to add the following information: On September 3, 2024, the Issuer entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain purchasers including Adiumentum (the “ Purchasers ”), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a registered direct offering (the “ Registered Offering ”) an aggregate of (i) 758,900 shares (the “ Shares ”) of the Issuer’s common stock, par value $0.0001 per share (the “ Common Stock ”), and (ii) pre-funded warrants (each, a “ Pre-Funded Warrant ”, and together, the “ Pre-Funded Warrants ”) to purchase up to 3,604,780 shares of Common Stock, at a purchase price of $8.25 per share of Common Stock and $8.2499 per share of Common Stock issuable upon exercise of the Pre-Funded Warrants. The exercise price of each Pre-Funded Warrant is equal to $0.0001 per share, subject to adjustment as provided therein, and the Pre-Funded Warrants will be exercisable immediately and have no expiration date. The Pre-Funded Warrants may be exercised by means of cash or the holder may elect to receive upon such exercise the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants. -5- The aggregate gross proceeds to the Issuer from the Registered Offering are expected to be approximately $36.0 million, before deducting estimated offering expenses payable by the Issuer. Adiumentum is purchasing 758,900 shares of Common Stock and Pre-Funded Warrants to purchase up to 150,193 shares of Common Stock in the Registered Offering at an aggregate purchase price of $7.5 million. The Registered Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-275256) that was filed with the SEC on November 1, 2023 and declared effective by the SEC on November 13, 2023 and prosp

of the Initial 13D is

Item 6 of the Initial 13D is hereby amended and supplemented to add the following information: On September 3, 2024, Adiumentum and the Issuer entered into the Purchase Agreement and the Issuer issued Pre-Funded Warrants to Adiumentum, each of which are described in Item 4 above and forms of each of which are filed as Exhibit 99.3 and Exhibit 99.4 , respectively, to this Amendment No. 1. Item 4 to this Amendment No. 1 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits.

of the Initial 13D is

Item 7 of the Initial 13D is hereby amended and supplemented to add the following exhibits: Exhibit 99.3 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on September 3, 2024). Exhibit 99.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on September 3, 2024). -7-

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 5, 2024 ADIUMENTUM CAPITAL FUND I LP By: Adiumentum Capital Fund I GP LLC, its general partner By: /s/ Gregory A. Ciongoli Name: Gregory A. Ciongoli Title: Managing Member Date: September 5, 2024 ADIUMENTUM CAPITAL FUND I GP LLC By: /s/ Gregory A. Ciongoli Name: Gregory A. Ciongoli Title: Managing Member Date: September 5, 2024 GREGORY A. CIONGOLI By: /s/ Gregory A. Ciongoli Gregory A. Ciongoli Index to Exhibits Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated May 22, 2024, among the Reporting Persons.* Exhibit 99.2 Trading Data.* Exhibit 99.3 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on September 3, 2024). Exhibit 99.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on September 3, 2024). *Previously filed.

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View this SC 13D/A filing on SEC EDGAR