|
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
|
| SCHEDULE 13D |
Under the Securities Exchange Act of 1934
(Amendment No. 7)* |
| MedAvail Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
| 58406B202 |
| (CUSIP Number) |
|
Redmile Group, LLC
Attn: Jennifer Ciresi
One Letterman Drive, Bldg D, Ste D3-300
San Francisco, CA 94129
(415) 489-9980 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| February 2, 2024 |
| (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 which 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. ¨
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.
* 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 the 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 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.: 58406B202
| 1. |
NAME OF
REPORTING PERSON |
| |
Redmile
Group, 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) |
| |
OO
(1) |
| 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 |
7. |
SOLE
VOTING POWER |
| |
0 |
| 8. |
SHARED VOTING POWER |
| |
2,490,137 (2) |
| 9. |
SOLE DISPOSITIVE POWER |
| |
0 |
| 10. |
SHARED DISPOSITIVE POWER |
| |
2,490,137 (2) |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
2,490,137 (2) |
| 12. |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
73.0% (3) |
| 14. |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
| |
IA,
OO |
| |
|
|
|
(1) The source of funds was working capital
of the Redmile Funds (as defined in Item 5(a) below).
(2) The information in Item 5(a) below relating
to the shares of common stock, $0.001 par value per share, of the Issuer (the “Common Stock”) that are or may be deemed
beneficially owned by the Reporting Person (as defined in Item 2 below) is incorporated by reference herein. The beneficial ownership
information reported herein reflects a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Issuer’s
Common Stock on July 31, 2023.
(3) Percent of class calculated based on the sum
of: (i) 1,613,911 shares of Common Stock outstanding as of August 8, 2023, as disclosed in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2023 filed with the Securities Exchange Commission (the “SEC”) on August
14, 2023 (the “Form 10-Q”), plus (ii) 1,798,055 shares of Common Stock subject to the warrants to purchase shares of
Common Stock (the “Warrants”) that are exercisable within 60 days of the date of this filing, in each case, after taking
into account the Reverse Stock Split.
CUSIP No.: 58406B202
| 1. |
NAME
OF REPORTING PERSON |
| |
Jeremy
C. Green |
| 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) |
| |
OO
(1) |
| 5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
¨ |
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
United
Kingdom |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
| |
0 |
| 8. |
SHARED
VOTING POWER |
| |
2,490,137 (2) |
| 9. |
SOLE
DISPOSITIVE POWER |
| |
0 |
| 10. |
SHARED
DISPOSITIVE POWER |
| |
2,490,137 (2) |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
2,490,137 (2) |
| 12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
73.0% (3) |
| 14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
IN,
HC |
| |
|
|
|
(1) The source of funds was working capital of
the Redmile Funds (as defined in Item 5(a) below).
(2) The information in Item 5(a) below relating
to the shares of the Issuer’s Common Stock that are or may be deemed beneficially owned by the Reporting Person (as defined in Item
2 below) is incorporated by reference herein. The beneficial ownership information reported herein reflects the Reverse Stock Split of
the Issuer’s Common Stock on July 31, 2023.
(3) Percent of class calculated based on the sum
of: (i) 1,613,911 shares of Common Stock outstanding as of August 8, 2023, as disclosed in the Issuer’s Form 10-Q, plus (ii) 1,798,055
shares of Common Stock subject to the Warrants issued to the Redmile Funds that are exercisable within 60 days of the date of this filing,
in each case, after taking into account the Reverse Stock Split.
CUSIP No.: 58406B202
| 1. |
NAME
OF REPORTING PERSON |
| |
Redmile Capital Fund, L.P. |
| 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 |
7. |
SOLE
VOTING POWER |
| |
0 |
| 8. |
SHARED
VOTING POWER |
| |
104,503 (1) |
| 9. |
SOLE
DISPOSITIVE POWER |
| |
0 |
| 10. |
SHARED
DISPOSITIVE POWER |
| |
104,503 (1) |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
104,503 (1) |
| 12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
6.4% (2) |
| 14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
PN |
| |
|
|
|
(1) The information in Item 5(a) below relating
to the shares of the Issuer’s Common Stock that are or may be deemed beneficially owned by the Reporting Person (as defined in Item
2 below) is incorporated by reference herein. The beneficial ownership information reported herein reflects the Reverse Stock Split of
the Issuer’s Common Stock on July 31, 2023.
(2) Percent of class calculated based on the
sum of: (i) 1,613,911 shares of Common Stock outstanding as of August 8, 2023, as disclosed in the Issuer’s Form 10-Q, plus (ii)
25,004 shares of Common Stock subject to the Warrants issued to Redmile Capital Fund, L.P. that are exercisable within 60 days of the
date of this filing, in each case, after taking into account the Reverse Stock Split.
CUSIP No.: 58406B202
| 1. |
NAME
OF REPORTING PERSON |
| |
Redmile Strategic Master Fund, LP |
| 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 |
| |
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
| |
0 |
| 8. |
SHARED
VOTING POWER |
| |
81,885 (1) |
| 9. |
SOLE
DISPOSITIVE POWER |
| |
0 |
| 10. |
SHARED
DISPOSITIVE POWER |
| |
81,885 (1) |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
81,885 (1) |
| 12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
5.0% (2) |
| 14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
PN |
| |
|
|
|
(1) The information in Item 5(a) below relating
to the shares of the Issuer’s Common Stock that are or may be deemed beneficially owned by the Reporting Person (as defined in Item
2 below) is incorporated by reference herein. The beneficial ownership information reported herein reflects the Reverse Stock Split of
the Issuer’s Common Stock on July 31, 2023.
(2) Percent of class calculated based on the sum
of: (i) 1,613,911 shares of Common Stock outstanding as of August 8, 2023, as disclosed in the Issuer’s Form 10-Q, plus (ii) 15,104
shares of Common Stock subject to the Warrants issued to Redmile Strategic Master Fund, LP that are exercisable within 60 days of the
date of this filing, in each case, after taking into account the Reverse Stock Split.
CUSIP No.: 58406B202
| 1. |
NAME
OF REPORTING PERSON |
| |
RedCo
II Master Fund, L.P. |
| 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 |
| |
Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
| |
0 |
| 8. |
SHARED
VOTING POWER |
| |
2,129,595 (1) |
| 9. |
SOLE
DISPOSITIVE POWER |
| |
0 |
| 10. |
SHARED
DISPOSITIVE POWER |
| |
2,129,595 (1) |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
2,129,595 (1) |
| 12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
63.4% (2) |
| 14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
PN |
| |
|
|
|
(1) The information in Item 5(a) below relating
to the shares of the Issuer’s Common Stock that are or may be deemed beneficially owned by the Reporting Person (as defined in Item
2 below) is incorporated by reference herein. The beneficial ownership information reported herein reflects the Reverse Stock Split of
the Issuer’s Common Stock on July 31, 2023.
(2) Percent of class calculated based on the sum
of: (i) 1,613,911 shares of Common Stock outstanding as of August 8, 2023, as disclosed in the Issuer’s Form 10-Q, plus (ii) 1,747,640
shares of Common Stock subject to the Warrants issued to RedCo II Master Fund, L.P. that are exercisable within 60 days of the date of
this filing, in each case, after taking into account the Reverse Stock Split.
This amendment No. 7 to Schedule 13D (this “Amendment”)
amends and supplements the original Schedule 13D filed with the SEC on November 27, 2020, which was previously amended and supplemented
by that amendment No. 1 to Schedule 13D filed with the SEC on November 29, 2021, by that amendment No. 2 to Schedule 13D filed with the
SEC on January 14, 2022, by that amendment No. 3 to Schedule 13D filed with the SEC on April 6, 2022, by that amendment No. 4 to Schedule
13D filed with the SEC on July 6, 2022, by that amendment No. 5 to Schedule 13D filed with the SEC on March 15, 2023 and by that amendment
No. 6 to Schedule 13D filed with the SEC on June 21, 2023 (collectively, the “Prior Schedule 13D”), by some or all
of Redmile Group, LLC, Jeremy C. Green, Redmile Capital Fund, L.P., Redmile Capital Offshore II Master Fund, Ltd., Redmile Strategic Master
Fund, LP, Redmile Private Investments I, L.P., RedCo I, L.P. and RedCo II Master Fund, L.P., relating to the common stock, $0.001 par
value per share (the “Common Stock”), of MedAvail Holdings, Inc., a Delaware corporation (the “Issuer”).
Capitalized terms used but not defined in this
Amendment No. 7 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 7, the
Prior Schedule 13D is unchanged.
| ITEM 4. | Purpose of Transaction. |
The paragraph below is hereby added prior to the
last paragraph in Item 4 of the Prior Schedule 13D:
Effective as of February 2, 2024, Robert C. Faulkner
resigned from his position as a member of the Issuer’s Board of Directors prior to the Issuer’s filing of a voluntary petition
for relief under the provisions of Chapter 7 of Title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware,
which effectively eliminates the powers of the Issuer’s Board of Directors. Mr. Faulkner’s resignation was not the result
of any disagreement with the Issuer regarding its operations, policies, or practices.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) The aggregate amount of shares of Common Stock
that may be deemed beneficially owned by the Reporting Persons after taking into account the Reverse Stock Split is comprised of the following:
(i) 79,499 shares of Common Stock and warrants to purchase 25,004 shares of Common Stock held by Redmile Capital Fund, L.P., (ii) 22,582
shares of Common Stock and warrants to purchase 6,879 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii)
36,071 shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 66,781 shares of Common Stock and warrants to
purchase 15,104 shares of Common Stock held by Redmile Strategic Master Fund, LP, (v) 31,915 shares of Common Stock and warrants to purchase
1,655 shares of Common Stock held by Redmile Private Investments I, L.P., (vi) 23,758 shares of Common Stock and warrants to purchase
1,232 shares of Common Stock held by Redmile Private Investments I Affiliates, L.P., (vii) 5,407 shares of Common Stock and a warrant
to purchase 541 shares of Common Stock held by RAF, L.P., (viii) 44,114 shares of Common Stock held by RedCo I, L.P., and (ix) 381,955
shares of Common Stock and warrants to purchase 1,747,640 shares of Common Stock held
by RedCo II Master Fund, L.P.
Redmile is the investment manager/adviser to each
of the private investment vehicles and separately managed accounts listed in items (i) through (ix) (collectively, the “Redmile
Funds”) and, in such capacity, exercises sole voting and investment power over all of the shares held by the Redmile Funds and
may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed
to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent
of its or his pecuniary interest in such shares, if any.
For purposes of this Schedule 13D:
(i) the percent of class beneficially owned by
Redmile and Mr. Green is calculated based on the sum of: (x) 1,613,911 shares of Common Stock outstanding as of August 8, 2023, as
disclosed in the Issuer’s Form 10-Q, plus (y) 1,798,055 shares of Common Stock subject to the Warrants issued to the Redmile Funds
that are exercisable within 60 days of the date of this filing, in each case, after taking into account the Reverse Stock Split;
(ii) the percent of class beneficially owned by
Redmile Capital Fund, L.P. is calculated based on the sum of: (x) 1,613,911 shares of Common Stock outstanding as of August 8, 2023,
as disclosed in the Issuer’s Form 10-Q, plus (y) 25,004 shares of Common Stock subject to the Warrants issued to Redmile Capital
Fund, L.P. that are exercisable within 60 days of the date of this filing, in each case, after taking into account the Reverse Stock Split;
(iii) the percent of class beneficially owned
by Redmile Strategic Master Fund, LP is calculated based on the sum of: (x) 1,613,911 shares of Common Stock outstanding as of August
8, 2023, as disclosed in the Issuer’s Form 10-Q, plus (y) 15,104 shares of Common Stock subject to the Warrants issued to Redmile
Strategic Master Fund, LP that are exercisable within 60 days of the date of this filing, in each case, after taking into account the
Reverse Stock Split; and
(iv) the percent of class beneficially owned by
RedCo II Master Fund, L.P. is calculated based on the sum of: (x) 1,613,911 shares of Common Stock outstanding as of August 8, 2023,
as disclosed in the Issuer’s Form 10-Q, plus (y) 1,747,640 shares of Common Stock subject to the Warrants issued to RedCo II Master
Fund, L.P. that are exercisable within 60 days of the date of this filing, in each case, after taking into account the Reverse Stock Split.
(b) Redmile Group, LLC:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 2,490,137
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 2,490,137
Jeremy C. Green:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 2,490,137
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 2,490,137
Redmile Capital Fund, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 104,503
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 104,503
Redmile Strategic Master Fund, LP:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 81,885
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 81,885
RedCo II Master Fund, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 2,129,595
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 2,129,595
(c) No transactions have been effected by the Reporting Persons during
the past sixty days.
(d) N/A
(e) N/A
| ITEM 6. | Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer. |
The section in Item 6 of the Prior Schedule 13D
entitled “Appointment of Rob Faulkner as Chairman of the Board of Directors” is hereby amended and restated in its entirety
as follows:
Resignation of Robert C. Faulkner from the Board of Directors
Effective as of February 2, 2024, Robert C. Faulkner
resigned from his position as a member of the Issuer’s Board of Directors prior to the Issuer’s filing of a voluntary petition
for relief under the provisions of Chapter 7 of Title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware,
which effectively eliminates the powers of the Issuer’s Board of Directors. Mr. Faulkner’s resignation was not the result
of any disagreement with the Issuer regarding its operations, policies, or practices.
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.
| Dated: February 6, 2024 |
REDMILE GROUP, LLC |
| |
|
| |
|
| |
/s/ Jeremy C. Green |
| |
Name: Jeremy C. Green |
| |
Title: Managing Member |
| |
|
| |
|
| Dated: February 6, 2024 |
/s/ Jeremy C. Green |
| |
JEREMY C. Green |
| |
|
| |
|
| Dated: February 6, 2024 |
Redmile Strategic Master FUnd, LP |
| |
By: Redmile
Group, LLC, its Investment Manager |
| |
|
| |
/s/ Jeremy C. Green |
| |
Name: Jeremy C. Green |
| |
Title: Managing Member |
| |
|
| Dated: February 6, 2024 |
redmile Capital Fund, l.p. |
| |
by: redmile
group, llc, its Investment Manager |
| |
|
| |
/s/ Jeremy C. Green |
| |
Name: Jeremy C. Green |
| |
Title: Managing Member |
| |
|
| Dated: February 6, 2024 |
ReDCO II master fund, L.P. |
| |
By: REDCO II
(GP), LLC, its GENERAL PARTNER |
| |
|
| |
/s/ Jeremy C. Green |
| |
Name: Jeremy C. Green |
| |
Title: Managing Member |
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