UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
| Eliem Therapeutics, Inc. |
(Name of Issuer)
| Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
| 28658R 106 |
(CUSIP Number)
Michael Hirschberg, Esq.
Reitler Kailas & Rosenblatt LLP
885 Third Avenue, 20th Floor
New York, NY 10022
| (Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications)
| June 30, 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)
☐ 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 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 (however, see the Notes).
| CUSIP No. 28658R 106 | 13G | Page 2 of 7 Pages |
| 1. | NAMES
OF REPORTING PERSONS Affinity Healthcare Fund, LP (EIN 82-1629802) |
|||
| 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
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
|
SOLE
VOTING POWER 0 | |
| 6. | SHARED VOTING POWER 1,813,193
shares of Common Stock | |||
| 7. | SOLE
DISPOSITIVE POWER
| |||
| 8. | SHARED DISPOSITIVE POWER 1,813,193
shares of Common Stock |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,813,193 shares of Common Stock |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.70% |
|||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 28658R 106 | 13G | Page 3 of 7 Pages |
| 1. | NAMES
OF REPORTING PERSONS Affinity Asset Advisors, LLC (EIN 82-1567490) |
|||
| 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
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
|
SOLE VOTING POWER
| |
| 6. | SHARED VOTING POWER 1,813,193
shares of Common Stock | |||
| 7. | SOLE DISPOSITIVE POWER
| |||
| 8. | SHARED DISPOSITIVE POWER 1,813,193
shares of Common Stock |
| 9. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,813,193 shares of Common Stock |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.70% |
|||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IA |
| CUSIP No. 28658R 106 | 13G | Page 4 of 7 Pages |
Item 1.
| (a) | Name
of Issuer: Eliem Therapeutics, Inc. | |
| (b) | Address
of Issuer’s Principal Executive Offices: PMB #117 2801 Centerville Road 1st Floor Wilmington, DE 19808-1609 |
Item 2.
| (a) | Name
of Persons Filing: Affinity
Healthcare Fund, LP | |
| (b) | Address
of Principal Business Office or, if None, Residence: 767 Third Avenue, 15th Floor New York, NY 10017 | |
| (c) | Citizenship: Affinity Healthcare Fund, LP and Affinity Asset Advisors, LLC - Delaware | |
| (d) | Title
of Class of Securities: Common Stock, par value $0.0001 per share | |
| (e) | CUSIP Number:
28658R 106 |
| CUSIP No. 28658R 106 | 13G | Page 5 of 7 Pages |
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:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| CUSIP No. 28658R 106 | 13G | Page 6 of 7 Pages |
Item 4. Ownership.
Affinity Asset Advisors, LLC (the “Advisor”) is the investment manager of Affinity Healthcare Fund, LP (the “Fund”) and exercises investment discretion with regard to the securities reported herein. As of August 14, 2024, the Fund beneficially owned an aggregate of 1,813,193 shares of Common Stock of the Issuer, or 2.70% of the outstanding shares of Common Stock of the Issuer, and the Advisor may be deemed to be the beneficial owner of such 1,813,193 shares of Common Stock of the Issuer owned by the Fund by virtue of its position as investment manager of the Fund. The Fund and the Advisor have the shared power to vote or to direct the vote and to dispose or direct the disposition of 1,813,193 shares of Common Stock of the Issuer.
The percentage set forth in the preceding paragraph and in Row 11 of the cover page for each reporting person is based on 67,060,163 shares of Common Stock of the Issuer outstanding as of August 9, 2024 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024.
Item 5. Ownership of Five Percent or Less of a Class.
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 five percent of the class of securities, check the following [X].
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
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
| CUSIP No. 28658R 106 | 13G | Page 7 of 7 Pages |
Item 10. Certification.
By signing below, we certify that, to the best of our 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.
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.
August 14, 2024 Date | |
Affinity Healthcare Fund, LP | |
By: /s/ Michael Cho Signature
AFFINITY ASSET ADVISORS, LLC
By: /s/ Michael Cho Signature | |