Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 13D 0002010692 XXXXXXXX LIVE Common Stock 05/16/2025 true 0001604464 046513107 Atara Biotherapeutics, Inc. 1280 Rancho Conejo Blvd Thousand Oaks CA 91320 James Huang (86-21) 6176-1101 Panacea Venture No. 5, Lane 1350, Fuxing Middle Road Xuhui District, Shanghai F4 200031 0002010692 N Panacea Innovation Limited OO N E9 0 1638565 0 1638565 1638565 N 19.99 CO Includes 307,900 warrants to purchase Common Stock. The warrants are immediately exercisable and do not expire. No portion of the warrants beneficially owned by the Reporting Persons may be exercised to the extent that, after giving effect to the attempted exercise, the Reporting Persons would beneficially own in excess of 19.99% of the outstanding Common Stock. Based on 6,795,628 shares of Common Stock outstanding as of May 16, 2025, the Reporting Persons may only exercise warrants to purchase 34,721 shares of Common Stock currently. 0001869939 N Panacea Venture Healthcare Fund II, L.P. OO N E9 0 1330665 0 1330665 1330665 N 19.58 PN Y Panacea Venture Healthcare Fund II GP Company, Ltd. OO N E9 0 1330665 0 1330665 1330665 N 19.58 CO 0001869966 N Panacea Opportunity Fund I, L.P. OO N E9 0 307900 0 307900 307900 N 4.33 PN Includes 307,900 warrants to purchase Common Stock. The warrants are immediately exercisable and do not expire. No portion of the warrants beneficially owned by the Reporting Persons may be exercised to the extent that, after giving effect to the attempted exercise, the Reporting Persons would beneficially own in excess of 19.99% of the outstanding Common Stock. Based on 6,795,628 shares of Common Stock outstanding as of May 16, 2025, the Reporting Persons may only exercise warrants to purchase 34,721 shares of Common Stock currently. Y Panacea Opportunity Fund I GP Company, Ltd. OO N E9 0 307900 0 307900 307900 N 4.33 CO Includes 307,900 warrants to purchase Common Stock. The warrants are immediately exercisable and do not expire. No portion of the warrants beneficially owned by the Reporting Persons may be exercised to the extent that, after giving effect to the attempted exercise, the Reporting Persons would beneficially own in excess of 19.99% of the outstanding Common Stock. Based on 6,795,628 shares of Common Stock outstanding as of May 16, 2025, the Reporting Persons may only exercise warrants to purchase 34,721 shares of Common Stock currently. 0001573160 N James Huang OO N F4 0 1638565 0 1638565 1638565 N 19.99 IN Includes 307,900 warrants to purchase Common Stock. The warrants are immediately exercisable and do not expire. No portion of the warrants beneficially owned by the Reporting Persons may be exercised to the extent that, after giving effect to the attempted exercise, the Reporting Persons would beneficially own in excess of 19.99% of the outstanding Common Stock. Based on 6,795,628 shares of Common Stock outstanding as of May 16, 2025, the Reporting Persons may only exercise warrants to purchase 34,721 shares of Common Stock currently. Common Stock Atara Biotherapeutics, Inc. 1280 Rancho Conejo Blvd Thousand Oaks CA 91320 The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): Panacea Innovation Limited Panacea Venture Healthcare Fund II, L.P. Panacea Venture Healthcare Fund II GP Company, Ltd. Panacea Opportunity Fund I, L.P. Panacea Opportunity Fund I GP Company, Ltd. James Huang The business address of each of the Reporting Persons is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands. The Reporting Persons are principally engaged in the business of investing in securities, including of the Issuer. During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) During the last five years, none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Huang is a citizen of the Republic of China. The remaining Reporting Persons are organized under the laws of the Cayman Islands. Panacea Venture Healthcare Fund II, L.P. purchased 572,000 shares of Common Stock in a series of open market transactions and 758,665 shares of Common Stock in an underwritten, registered offering for aggregate cash consideration of approximately $9.7 million. Panacea Opportunity Fund I, L.P. purchased 307,900 warrants to purchase Common Stock in an underwritten, registered offering for total cash consideration of approximately $2.0 million. Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P. obtained the funds used to purchase the Common Stock and warrants through capital contributions from their partners. On May 16, 2025, James Huang was appointed to the Board of Directors (the "Board") of the Issuer in connection with the completion of an underwritten, registered offering of Common Stock and warrants to purchase common stock. General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. The information contained on the cover pages is incorporated by reference into this Item 5. Panacea Venture Healthcare Fund II, L.P. is the record holder of 1,330,665 shares of Common Stock, and Panacea Opportunity Fund I, L.P. is the record holder of warrants to purchase 307,900 shares of Common Stock. The warrants are immediately exercisable and do not expire. No portion of the warrants beneficially owned by the Reporting Persons may be exercised to the extent that, after giving effect to the attempted exercise, the Reporting Persons would beneficially own in excess of 19.99% of the outstanding Common Stock. Based on 6,795,628 shares of Common Stock outstanding as of May 16, 2025, the Reporting Persons may only exercise warrants to purchase 34,721 shares of Common Stock currently. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd. and Panacea Opportunity Fund I GP Company, Ltd., which are the general partners of Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P., respectively. As a result, Panacea Venture Healthcare Fund II GP Company, Ltd. and Panacea Opportunity Fund I GP Company, Ltd. may be deemed to share beneficial ownership of the securities held of record by Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P., respectively. Panacea Innovation Limited and Mr. Huang may be deemed to share beneficial ownership of the securities beneficially owned by the foregoing entities, but each disclaims such beneficial ownership. The information contained on the cover pages is incorporated by reference into this Item 5. On May 16, 2025, Panacea Venture Healthcare Fund II, L.P. purchased 758,665 shares of Common Stock at a price of $6.61 per share and Panacea Opportunity Fund I GP Company, Ltd. purchased 307,900 warrants to purchase Common Stock at a price of $6.6099 per warrant, in each case in an underwritten, registered offering. In addition, on April 1, 2025, Panacea Venture Healthcare Fund II, L.P. purchased 22,000 shares of Common Stock in a series of open market transactions at a weighted average price per share of $5.92. Except for the transactions disclosed in this Item 5(c), none of the Reporting Persons has effected any transactions in the Common Stock during the past sixty days. None. Not applicable Except for the transactions described herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Exhibit 1. Joint Filing Agreement. Panacea Innovation Limited /s/ James Huang James Huang, Founding Managing Partner 05/21/2025 Panacea Venture Healthcare Fund II, L.P. By: Panacea Venture Healthcare Fund II GP Company, Ltd., its general partner By: Panacea Innovation Limited, its sole owner By: /s/ James Huang James Huang, Founding Managing Partner 05/21/2025 Panacea Venture Healthcare Fund II GP Company, Ltd. By: Panacea Innovation Limited, its sole owner By: /s/ James Huang James Huang, Founding Managing Partner 05/21/2025 Panacea Opportunity Fund I, L.P. By: Panacea Opportunity Fund I GP Company, Ltd., its general partner By: Panacea Innovation Limited, its sole owner By: /s/ James Huang James Huang, Founding Managing Partner 05/21/2025 Panacea Opportunity Fund I GP Company, Ltd. By: Panacea Innovation Limited, its sole owner By: /s/ James Huang James Huang, Founding Managing Partner 05/21/2025 James Huang /s/ James Huang James Huang 05/21/2025