UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
AVANT
Immunotherapeutics, Inc.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
053491205
(CUSIP
Number)
Mr.
Shay Lettice
Liquidator
Lorantis
Holdings Limited
Peters
Elworthy & Moore
Salisbury
House Station Road
Cambridge,
UK CB1 2LA
44
01223 728222
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
7,
2008
(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. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 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
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).
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CUSIP
No. 583916101
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1.
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Names
of Reporting Persons
Lorantis
Holdings Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) ¨
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6.
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Citizenship
or Place of Organization
United
Kingdom
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
-0-
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8.
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Shared
Voting Power
-0-
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9.
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Sole
Dispositive Power
-0-
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10.
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Shared
Dispositive Power
-0-
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ¨
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13.
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Percent
of Class Represented by Amount in Row (11)
0%
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14.
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Type
of Reporting Person (See Instructions)
CO
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2
This
Amendment No.1 to the Schedule 13D filed on March 25, 2008 (the Original
Filing”) is being filed to report the distribution of all
shares of
Common Stock, par value $0.001 per share (the “Common Stock”) of AVANT
Immunotherapeutics, Inc., a Delaware corporation (“AVANT”) held by Lorantis
Holdings Limited.
Item
2 is amended by replacing such Item with the
following:
Item
2. Identity
and Background
This
statement is filed by Lorantis Holdings Limited, a corporation organized under
the laws of the United Kingdom (“Lorantis” or the “Reporting Person”). Lorantis
was a holding company for Lorantis Limited, which was acquired by Celldex
Therapeutics, Inc.(“Celldex”) in a stock exchange in which the Reporting Person
acquired 6,800,000 Class A shares of Celldex. On March 7, 2008, AVANT announced
the closing of a business combination transaction (the “Merger”) pursuant to a
certain Agreement and Plan of Merger, dated October 19, 2007 (the “Merger
Agreement”) by and among AVANT, Callisto Merger Corporation (“Callisto”), a
wholly-owned subsidiary of AVANT, and Celldex. Pursuant to the terms of
the Merger Agreement, Callisto merged with and into Celldex, with Celldex as
the
surviving company and a wholly-owned subsidiary of AVANT. Lorantis owned
approximately 33.8% of Celldex prior to the Merger and, as a result of the
Merger and pursuant to the terms of the Merger Agreement, Lorantis received
approximately 4.96 shares of AVANT’s Common Stock in exchange for each share it
held in Celldex prior to the Merger, subject to adjustment to account for a
1-for-12 reverse stock split approved by AVANT’S board of directors on the
closing date of the Merger Agreement. As a result of the Merger and
pursuant to the terms of the Merger Agreement, Lorantis was issued 2,811,147
shares of AVANT Common Stock in exchange for the shares it previously held
in
Celldex.
Lorantis’s
registered office is located at Lorantis Holdings Limited, Salisbury
House Station Road, Cambridge, UK, CB1 2L A.
On
or about April 7, 2008, the shareholders of Lorantis approved the liquidation
of
Lorantis and on or about April 7, 2008 Shay Lettice (the “Liquidator”) was
appointed the liquidator of Lorantis. Mr. Lettice is a citizen of the United
Kingdom with an address at Peters
Elworthy & Moore, Salisbury House, Station Road. Cambridge CB1
2LA
His
principal occupation is licensed insolvency practitioner and chartered
accountant.
During
the past five years, neither Lorantis nor the Liquidator, (1) has been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or (2) was a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction and as a result of such proceeding were or are subject
to
a judgment, decree or final order enjoining future violations of, or prohibited
or mandating activities subject to, U.S. federal or state securities laws or
finding any violations with respect to such laws.
Item
5 is amended by replacing such Item as follows:
Item
5. Interest
in Securities of the Issuer
| (a)-(b) |
Set
forth below is information concerning the beneficial ownership of
AVANT
Common Stock, as determined in accordance with Rule 13d-3(d) of the
Securities and Exchange Act, by the Reporting Person and each other
person
for which disclosure is required under this Schedule 13D pursuant
to
General Instruction C.
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3
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Lorantis
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Beneficial
Ownership
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-0-
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Percentage
of Class
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0.0%
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Sole
Voting Power
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-0-
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Shared
Voting Power
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-0-
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Sole
Dispositive Power
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-0-
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Shared
Dispositive Power
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-0-
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(c)
Except as otherwise described in this Schedule 13D (including the Original
Filing), there have been no transactions in the Common Stock of AVANT by the
Reporting Person sixty days prior to the date of filing this Amendment No.1
to
the Schedule 13D.
(d)
On or about April 7, 2008 Lorantis distributed all of its holdings in AVANT
to
holders of its Series C Preferred Shares and issued 2% of the shares of AVANT
Common Stock held by it to Parekh Enterprises Limited for services rendered.
See
Item 6 hereof. Apax WW Nominees Ltd, by virtue of its ownership interest in
Lorantis received approximately 1,384,663 shares of AVANT Common Stock or
approximately 9.3% of AVANT’s outstanding common stock.
(e)
On or about April 7, 2008 Lorantis disposed of all of its shares in
AVANT.
Item
6 is amended by appending the following paragraph:
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer
Parekh
Enterprises Limited, as entity controlled by Raj Parekh, was entitled to 2%
of
the stock of AVANT held by the Reporting Person as a result of an Agreement
entered into in 2005 between such entity and various shareholders of Lorantis
Holdings Limited and attached hereto as Exhibit 99.4.
Item
7. Material
to be Filed as Exhibits
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Exhibit
Number
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Exhibit Description
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99.1†
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Agreement
and Plan of Merger dated as of October 19, 2007 by and among AVANT
Immunotherapeutics, Inc., Callisto Merger Corporation and Celldex
Therapeutics, Inc.
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99.2††
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Lock-up
Agreement between Lorantis, Inc. and AVANT
Immunotherapeutics, Inc.
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99.3††
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Lock-up
Agreement between Raj Parekh and AVANT
Immunotherapeutics, Inc.
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99.4
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Form
of Agreement between Parekh Enterprises Limited and various shareholders
of Lorantis Holdings Limited dated
2005
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†Incorporated
by reference to Annex A of the Registration Statement on Form S-4 (File No.
333-148291), filed by AVANT Immunotherapeutics, Inc. with the SEC on December
21, 2007.
††
Previously Filed
4
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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LORANTIS
HOLDINGS LIMITED
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Date:
May 6, 2008
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/s/
Shay Lettice
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Shay
Lettice
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Liquidator
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5
Exhibits
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Exhibit
Number
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Exhibit Description
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99.1†
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Agreement
and Plan of Merger dated as of October 19, 2007 by and among AVANT
Immunotherapeutics, Inc., Callisto Merger Corporation and Celldex
Therapeutics, Inc.
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99.2††
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Lock-up
Agreement between Lorantis, Inc. and AVANT
Immunotherapeutics, Inc.
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99.3††
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Lock-up
Agreement between Raj Parekh and AVANT
Immunotherapeutics, Inc.
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99.4
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Form
of Agreement between Parekh Enterprises Limited and various shareholders
of Lorantis Holdings Limited dated
2005
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†Incorporated
by reference to Annex A of the Registration Statement on Form S-4 (File No.
333-148291), filed by AVANT Immunotherapeutics, Inc. with the SEC on December
21, 2007.
††
Previously Filed
6
