Alta Fundamental Advisers Amends Stake in Milestone Pharma

TL;DR

Alta Fundamental Advisers just updated their 13D on Milestone Pharma, looks like they're still active.

AI Summary

Alta Fundamental Advisers LLC, through its filing on July 16, 2024, has amended its Schedule 13D regarding Milestone Pharmaceuticals Inc. The filing indicates a change in beneficial ownership, with Alta Fundamental Advisers LLC now holding a significant stake in the company. Specific details on the exact percentage or number of shares acquired in this amendment are not explicitly stated in the provided text, but the filing signifies an active interest from the investment firm.

Why It Matters

This amendment signals a potential shift in the shareholder landscape of Milestone Pharmaceuticals, which could influence future corporate actions or strategic decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor interest or significant portfolio adjustments, which may lead to increased volatility.

Key Players & Entities

• Milestone Pharmaceuticals Inc. (company) — Subject Company
• Alta Fundamental Advisers LLC (company) — Filing Party
• Gilbert Li (person) — Contact Person for Alta Fundamental Advisers LLC
• Kenneth Mantel, Esq. (person) — Legal Counsel for Alta Fundamental Advisers LLC
• Olshan Frome Wolosky LLP (company) — Legal Firm

FAQ

Key Financial Figures

• $7,605,230 — the Reporting Persons is approximately $7,605,230, excluding brokerage commissions. Item

Filing Documents

• sc13da112208003_07162024.htm (SC 13D/A) — 101KB
• 0000921895-24-001575.txt ( ) — 103KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended and restated

Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned by the Reporting Persons were purchased with the working capital of certain private funds and managed accounts for which Alta Advisers serves as investment adviser (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,658,589 Shares beneficially owned by the Reporting Persons is approximately $7,605,230, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to add the following

Item 4 is hereby amended to add the following: On July 14, 2024, Alta Advisers entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer. In accordance with the terms of the Cooperation Agreement, effective as of the date of the Cooperation Agreement, the Issuer increased the size of its board of directors (the “Board”) to nine (9) directors and appointed Stuart M. Duty and Andrew R. Saik (collectively, the “Initial New Directors”) to the Board to fill the resulting vacancies, each with a term expiring at the Issuer’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), or until their earlier death, disability, resignation, disqualification, or removal. Under the terms of the Cooperation Agreement, Mr. Duty was appointed to the Nominating and Corporate Governance Committee of the Board and Mr. Saik was appointed to the Audit Committee of the Board. Pursuant to the Cooperation Agreement, as soon as reasonably practicable after the date of the Cooperation Agreement (and in any event prior to September 6, 2024), the Issuer will increase the size of the Board and appoint an individual that is mutually agreeable to the Issuer and Alta Advisers as an independent director to the Board with a term expiring at the next annual meeting of shareholders, or until his or her earlier death, disability, resignation, disqualification, or removal. Pursuant to the Cooperation Agreement, Alta Fundamental Advisers Master L.P. irrevocably withdrew the notice it had provided to the Issuer under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of its intention to nominate five directors to stand for election at the 2024 Annual Meeting. In accordance with the terms of the Cooperation Agreement, the Issuer has agreed to include the Initial New Directors on its slate of director nominees for both the 2024 Annual Meeting and the Issuer’s 2025 annual

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

is hereby amended and restated

Item 5 is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 53,260,467 Shares outstanding as of May 13, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2024. A. Alta Advisers (a) Alta Advisers, as the investment adviser to certain private funds and managed accounts, may be deemed to beneficially own the 2,658,589 Shares held by such private funds and managed accounts. Percentage: Approximately 4.99% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,658,589 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,658,589 (c) Alta Advisers has not entered into any transactions in the Shares during the past 60 days. B. Messrs. Li and Carton (a) As managing members of Alta Advisers, Messrs. Li and Carton may be deemed to beneficially own the 2,658,589 Shares beneficially owned by Alta Advisers. Percentage: Approximately 4.99% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,658,589 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,658,589 6 CUSIP No. 59935V107 (c) Messrs. Li and Carton have not entered into any transactions in the Shares during the past 60 days. The filing of this Amendment No. 1 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. (d) No person other than the Reporting Persons is known to have the right to rece

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended to add the following

Item 6 is hereby amended to add the following: On July 14, 2024, Alta Advisers and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Cooperation Agreement, dated July 14, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on July 15, 2024). 7 CUSIP No. 59935V107

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 16, 2024 ALTA FUNDAMENTAL ADVISERS LLC By: /s/ Gilbert Li Name: Gilbert Li Title: Managing Member /s/ Gilbert Li GILBERT LI Individually and as attorney-in-fact for Jeremy Carton 8

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View this SC 13D/A filing on SEC EDGAR