Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Sinovac Biotech Ltd. (Name of Issuer) |
Common Shares, $0.001 par value per share (Title of Class of Securities) |
P8696W104 (CUSIP Number) |
Vivo Capital, LLC 192 Lytton Avenue, Palo Alto, CA, 94301 650-688-0818 Stephen Blake Simpson Thacher & Bartlett LLP,, 2475 Hanover Street Palo Alto, CA, 94304 650-251-5000 Bryan Jin Simpson Thacher & Bartlett LLP,, 2475 Hanover Street Palo Alto, CA, 94304 650-251-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | P8696W104 |
| 1 |
Name of reporting person
Vivo Capital VIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,361,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein reflects that 1,196,073 of such shares are held by Vivo Capital Fund VIII, L.P. and 165,163 of such shares are held by Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. The beneficial ownership percentage reported herein is based on 71,860,702 common shares outstanding as of March 31, 2024, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 29, 2024.
SCHEDULE 13D
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| CUSIP No. | P8696W104 |
| 1 |
Name of reporting person
| ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,541,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein reflects that such shares are held by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. The beneficial ownership percentage reported herein is based 71,860,702 common shares outstanding as of March 31, 2024, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 29, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.001 par value per share | |
| (b) | Name of Issuer:
Sinovac Biotech Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 39 Shangdi Xi Road, Haidian District, Beijing,
CHINA
, 100085. | |
Item 1 Comment:
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 11, 2018 by Vivo Capital, LLC with respect to the Common Shares, par value $0.001 per share ("Common Shares") of Sinovac Biotech Ltd. (the "Issuer"), Amendment No. 1 thereto filed by Vivo Capital, LLC and Vivo Capital VIII, LLC on July 20, 2018, Amendment No. 2 thereto filed by Vivo Capital, LLC, Vivo Capital VIII, LLC and Vivo Capital IX, LLC on August 27, 2018, Amendment No. 3 thereto filed by Vivo Capital VIII, LLC and Vivo Capital IX, LLC on March 19, 2025, and Amendment No. 4 thereto filed by Vivo Capital VIII, LLC and Vivo Capital IX, LLC on April 24, 2025 (as so amended, the "Schedule 13D"). The Items herein amend the information disclosed under the corresponding Items of the Schedule 13D as described herein. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented and amended by adding the following: On May 14, 2025, Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., two funds managed by Vivo Capital VIII, LLC purchased 608 and 84 Common Shares, respectively, at a price of $122.85 per share in a privately negotiated transaction. On May 14, 2025, Vivo Capital Fund IX, L.P., a fund managed by Vivo Capital IX, LLC purchased 2,308 Common Shares at a price of $122.85 per share in a privately negotiated transaction. The above purchases were funded by the working capital of the funds managed by the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented and amended by adding the following: On June 11, 2025, Vivo Capital, an affiliate of the Reporting Persons, issued a press release disclosing a letter to all Issuer shareholders (the "Letter"). The Letter addresses a number of statements in the April 29, 2025 letter from the Issuer's Board of Directors (the "Board") that Vivo Capital believes are false, and to reaffirm the Reporting Persons' commitment to upholding the best interests of all Issuer shareholders and to transparent corporate governance. The press release is attached hereto as Exhibit J and incorporated herein by reference. The Issuer on May 19, 2025 gave notice of a Special Meeting of Shareholders to be held on July 8, 2025 following a requisition by SAIF Partners IV L.P. ("SAIF") for the purposes of (i) removing certain directors and (ii) electing certain other director nominees, including Mr. Shan Fu. The Reporting Persons will continue to engage in discussions with other shareholders regarding SAIF's proposals. The Reporting Persons intend to vote their shares in favor of such proposals at the Special Meeting. Consistent with the above stated intentions, the Reporting Persons will seek to influence management of the Issuer or its Board of Directors with respect to the business and affairs of the Issuer and may from time to time pursue or propose actions to the Issuer, other shareholders or other persons. The Reporting Persons pursuit of such matters relate to or would result in actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, including, but not limited to, changes in the present board of directors or management of the Issuer, changes in the present capitalization or dividend policy of the issuer, changes in the Issuer's business or corporate structure, changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person, and changes that will relate to the listing of the Issuer's securities on a national securities exchange. The Reporting Persons will continue to engage in discussions with other shareholders concerning some or all of such matters, particularly about the Board and the future of the Issuer. The filing of this Amendment shall not be construed as an admission that the Reporting Persons and their affiliates, on the one hand, and any other shareholders of the Issuer and their affiliates, on the other hand, are a group, or have agreed to act as a group with each other for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons expressly disclaim beneficial ownership of the common shares beneficially owned by other shareholders who may also be advocating for changes to the New Board. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 5 to Schedule 13D. As of the date hereof, the Reporting Persons collectively beneficially own an aggregate of 5,903,000 Common Shares representing 8.2% of the outstanding Common Shares. | |
| (b) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 5 to Schedule 13D. As of the date hereof, the Reporting Persons collectively beneficially own an aggregate of 5,903,000 Common Shares representing 8.2% of the outstanding Common Shares. The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 5 to Schedule 13D. See also Item 5(a) above. | |
| (c) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 5 to Schedule 13D. As of the date hereof, the Reporting Persons collectively beneficially own an aggregate of 5,903,000 Common Shares representing 8.2% of the outstanding Common Shares. Except as set forth herein, the Reporting Persons have not affected any transactions in Common Shares in the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby supplemented and amended by adding the following: Item 6 of the Schedule 13D is hereby supplemented and amended to incorporate by reference the information set forth in Item 4 to this Amendment No. 5 to Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby supplemented and amended by adding the following: Exhibit No. Description J Press Release dated June 11, 2025* * Filed herewith | ||
| SIGNATURE | |
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.
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