Imago BioSciences SC 13G / Omega Fund VI ownership change

Imago BioSciences (IMGO) SC 13GImago BioSciences / Omega Fund VI ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

Imago BioSciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45250K107

(CUSIP Number)

December 31, 2021

(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).

13G


CUSIP NO. 45250K107		Page 2 of 11 Pages

(1)

This Schedule 13G is filed by Omega Fund VI, L.P. (“Omega Fund”), Omega Fund VI GP, L.P. (“Omega GP”), Omega Fund VI GP Manager, Ltd. (“Omega Ltd”), Claudio Nessi (“Nessi”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

13G


CUSIP NO. 45250K107		Page 3 of 11 Pages

(1)

(2)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

13G


CUSIP NO. 45250K107		Page 4 of 11 Pages

(1)

(2)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

13G


CUSIP NO. 45250K107		Page 5 of 11 Pages

(1)

(2)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

13G


CUSIP NO. 45250K107		Page 6 of 11 Pages

(1)

(2)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

13G


CUSIP NO. 45250K107		Page 7 of 11 Pages

(1)

(2)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

13G


CUSIP NO. 45250K107		Page 8 of 11 Pages

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”), of Imago BioSciences, Inc. (the “Issuer”).

Item 1(a)

Name of Issuer:

Imago BioSciences, Inc. (the “Issuer”)

Item 1(b)

Address of Issuer’s principal executive offices:

Imago BioSciences, Inc.

329 Oyster Point Blvd., 3^rd Floor

South San Francisco, California 94080

Items 2(a)

Name of Reporting Persons filing:

Omega Fund VI, L.P. (“Omega Fund”)

Omega Fund VI GP, L.P. (“Omega GP”)

Omega Fund VI GP Manager, Ltd. (“Omega Ltd”)

Claudio Nessi (“Nessi”)

Otello Stampacchia (“Stampacchia”)

Anne-Mari Paster (“Paster”)

Item 2(b)

Address or principal business office or, if none, residence:

The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Nessi, Stampacchia, and Paster, is c/o Omega Fund Management, LLC, 888 Boylston Street, Suite 1111, Boston, MA 02199.

Item 2(c)

Citizenship:


Name		Citizenship or Place of Organization
Omega Fund		Cayman Islands
Omega GP		Cayman Islands
Omega Ltd		Cayman Islands
Nessi		Switzerland
Stampacchia		Italy
Paster		United States of America

Item 2(d)

Title of class of securities:

Common Stock

Item 2(e)

CUSIP No.:

45250K107

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

13G


CUSIP NO. 45250K107		Page 9 of 11 Pages

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021.


Reporting Persons	Shares of Common Stock Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
Omega Fund(2)(3)		3,018,737		0		3,018,737		0		3,018,737		3,018,737		9.0	%
Omega GP(2)(3)		0		0		3,018,737		0		3,018,737		3,018,737		9.0	%
Omega Ltd(2)(3)		0		0		3,018,737		0		3,018,737		3,018,737		9.0	%
Nessi(2)(3)		0		0		3,018,737		0		3,018,737		3,018,737		9.0	%
Stampacchia(2)(3)		0		0		3,018,737		0		3,018,737		3,018,737		9.0	%
Paster(2)(3)		0		0		3,018,737		0		3,018,737		3,018,737		9.0	%

(1)	The following percentages are based on 33,528,718 shares of Common Stock outstanding as of November 5, 2021 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

(2)

Omega Fund owns 3,018,737 shares of the Common Stock. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega Ltd may be deemed to own beneficially the shares held by Omega Fund. Nessi, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock held by Omega Fund except to the extent of his, her or its pecuniary interest therein.

(3)	The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

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: ☐

Item 6

Ownership of More than Five Percent on Behalf of Another Person

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8

Identification and Classification of Members of the Group

Not applicable.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certifications

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under Rule 14a-11.

13G


CUSIP NO. 45250K107		Page 10 of 11 Pages

SIGNATURES

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 14, 2022

OMEGA FUND VI, L.P.



BY:		Omega Fund VI GP, L.P.
ITS:		GENERAL PARTNER

BY:		Omega Fund VI GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND VI GP, L.P.

BY:		Omega Fund VI GP Manager, Ltd.
ITS:		GENERAL PARTNER

By:		/s/ Anne-Mari Paster
		Director

OMEGA FUND VI GP MANAGER, LTD.

By:		/s/ Anne-Mari Paster
		Director



/s/ Claudio Nessi
Claudio Nessi

/s/ Otello Stampacchia
Otello Stampacchia

/s/ Anne-Mari Paster
Anne-Mari Paster

13G


CUSIP NO. 45250K107		Page 11 of 11 Pages

Exhibit(s):


Exhibit 99.1:		Joint Filing Statement

Exhibit 99.2:		Power of Attorney

NAMES OF REPORTING PERSONS

Omega Fund VI, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒(1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands