|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Hemab Therapeutics Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Sofinnova Crossover II SLP | ||||||||
| 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
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: Sofinnova Partners SAS, a French corporation ("SP SAS"), the management company of Sofinnova Crossover II SLP ("SC"), may be deemed to have sole voting power, and Antoine Papiernik ("Papiernik"), Cedric Moreau ("Moreau"), Kinam Hong ("Hong"), Joseph Anderson ("Anderson") and David Evans ("Evans") the members of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, Moreau, Hong, Anderson and Evans, the members of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Sofinnova Partners SAS, a French corporation | ||||||||
| 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
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and the members of the investment committee of SC, may be deemed to have shared power to vote its shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and the members of the investment committee of SC, may be deemed to have shared power to dispose of its shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Antoine Papiernik | ||||||||
| 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
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and Papiernik, a member of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cedric Moreau | ||||||||
| 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
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and Moreau, a member of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Moreau, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Kinam Hong | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and Hong, a member of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Hong, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Joseph Anderson | ||||||||
| 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
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and Anderson, a member of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Anderson, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
David Evans | ||||||||
| 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
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Items 5 and 6: SP SAS, the management company of SC, may be deemed to have sole voting power, and Evans, a member of the investment committee of SC, may be deemed to have shared power to vote these shares.
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Evans, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares.
Note in relation to Items 9 and 11: The aggregate amount beneficially owned and percent of class reported above are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 21, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Hemab Therapeutics Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
101 Main Street Suite 1220 Cambridge, MA, 02142 | |
| Item 2. | ||
| (a) | Name of person filing:
The persons and entities filing this Schedule 13G are Sofinnova Crossover II SLP ("SC"), Sofinnova Partners SAS ("SP SAS"), and Antoine Papiernik ("Papiernik"), Cedric Moreau ("Moreau), Kinam Hong ("Hong"), Joseph Anderson ("Anderson") and David Evans ("Evans"), the members of the investment committee of SC, (together with SC and SP SAS, the "Filing Persons"). SP SAS is the management company of SC. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Filing Persons is Sofinnova Partners SAS, 7-11 boulevard Hausmann 75009 Paris, France. | |
| (c) | Citizenship:
SC is a French Partnership. SP SAS is a French Corporation. Papiernik, Moreau and Evans are French citizens. Hong is a U.S. citizen. Anderson is a British citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| 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 associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each of the Filing Persons, which is incorporated herein by reference. The filing of this Schedule 13G shall not be construed as an admission by Papiernik, Moreau, Hong, Anderson and Evans that such person is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
See Row 11 of the cover page for each of the Filing Persons, which is incorporated herein by reference. Ownership is stated as of June 30, 2026, and the ownership percentages are based on 46,705,410 shares of common stock outstanding as of May 8, 2026, as disclosed by Hemab Therapeutics, Inc. in its Form 10-Q filed with the SEC on May 21, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each of the Filing Persons, which is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 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: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1 - Joint Filing Agreement |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them as a statement on Schedule 13G (including amendments thereto) with respect to the common shares of Hemab Therapeutics Holdings, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to this agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this agreement to be executed on their behalf on August 5, 2026.
| Sofinnova Crossover II SLP | Sofinnova Partners SAS, a French corporation | |||
| By: | /s/ Antonie Papiernik | By: | /s/ Antonie Papiernik | |
| Name: | Antonie Papiernik | Name: | Antonie Papiernik | |
| Title: | Managing Partner | Title: | Managing Partner | |
| By: | /s/ Antonie Papiernik | By: | /s/ Cédric Moreau | |
| Name: | Antonie Papiernik | Name: | Cédric Moreau |
| By: | /s/ Kinam Hong | By: | /s/ Joseph Anderson | |
| Name: | Kinam Hong | Name: | Joseph Anderson |
| By: | /s/ David Evans | |||
| Name: | David Evans |