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
2,811,147
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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
2,811,147
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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
2,811,147
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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)
18.8%
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14.
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Type
of Reporting Person (See Instructions)
CO
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Item
1.
Security
and Issuer
This
Statement on Schedule 13D relates to the Common Stock, par value $0.001 per
share (the “Common Stock”), of AVANT Immunotherapeutics, Inc., a Delaware
corporation (“AVANT”). AVANT’s principal executive offices are located at 119
Fourth Avenue, Needham, Massachusetts 02494.
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. Lorantis’s principal place of
business and executive offices are located at Lorantis Holdings
Limited,
Salisbury
House Station Road, Cambridge, UK, CB1 2L
The
name, business address, principal occupation and citizenship of each director
of
the Reporting Person is as set forth on
Appendix
A
attached
hereto.
During
the past five years, neither Lorantis nor, to Lorantis’s knowledge, any of the
directors of Lorantis, (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
3.
Source
and Amount of Funds or Other Consideration
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.
Item
4.
Purpose
of Transaction
The
shares of Common Stock owned by Lorantis were acquired as the result of the
Merger described in Item 3 above. Lorantis holds such shares of Common
Stock for investment purposes but will likely liquidate and distribute such
shares to its shareholders in the near future. The Board has already recommended
liquidation to the shareholders, who will vote on the matter.
As
part
of the terms of the Merger Agreement, AVANT assumed Celldex’s obligations with
respect to each outstanding option to purchase shares of Celldex common stock
under Celldex’s 2005 Equity Incentive Plan. Prior to the closing of the
Merger, Raj Parekh and Khawar Mann of Celldex and members of the Board of
Directors of Lorantis, held options to purchase shares of Celldex common stock
which was assumed by AVANT and is exercisable for up to 17,879 and approximately
11,000 shares of AVANT Common Stock (on a post-split basis), respectively.
Except
as
described above, the Reporting Person does not have any plans or proposals
which
relate to or would result in:
(1)
the
acquisition by any person of additional securities of AVANT or the disposition
of additional securities of AVANT;
(2)
an
extraordinary corporate transaction such as a merger, reorganization or
liquidation of AVANT, involving AVANT or any of its subsidiaries;
(3)
the
sale
or transfer of a material amount of assets of AVANT or any of its
subsidiaries;
(4)
any
change in the present board of directors or management of AVANT;
(5)
any
material change in AVANT’s present capitalization or dividend
policy;
(6)
any
other
material change in AVANT’s business or corporate structure;
(7)
changes
in AVANT’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of AVANT by any person;
(8)
causing
a
class of securities of AVANT to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system
of
a registered national securities association;
(9)
a
class
of securities of AVANT becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(10)
any
action similar to any of those enumerated above.
Although
there is no present intention to do so (other than through the contemplated
liquidation), the Reporting Person and/or any person named on
Appendix
A
attached
hereto may decide to make additional purchases or dispose of its Common Stock
in
the future either in the open market or in private transactions, subject to
its
or their evaluation of the AVANT’s business, prospects and financial condition,
the market for the Common Stock, other opportunities available to the Reporting
Person or any person named on
Appendix
A
attached
hereto, prospects for the respective business’ of the Reporting Person or any
person named on
Appendix
A
attached
hereto, general economic conditions, money and stock market conditions and
other
future developments.
Depending
upon the results of the reviews and the other factors mentioned above, the
Reporting Person or any person named on
Appendix
A
attached
hereto, at any time, may decide to change its or his intention with respect
to
the acquisition and/or retention of shares of Common Stock, including, without
limitation, a determination to increase, decrease or entirely dispose of its
or
his holdings of Common Stock, although neither the Reporting Person nor, to
the
knowledge of the Reporting Person, any of the persons named on
Appendix
A
attached
hereto has any current intention to do so.
Item
5.
Interest
in Securities of the Issuer
(a)
- (b)
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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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Lorantis, Inc.
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Beneficial
Ownership
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2,811,147
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Percentage
of Class
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18.8
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%
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Sole
Voting Power
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2,811,147
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Shared
Voting Power
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-0-
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Sole
Dispositive Power
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2,811,147
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Shared
Dispositive Power
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-0-
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Except
as
noted in the above table, none of the individuals listed on
Appendix
A
hereto
beneficially own any securities of AVANT.
Lorantis
may be deemed to have sole voting power and the sole power to dispose of the
Common Stock acquired by Lorantis in the Merger. To the extent that each of
Lorantis’s directors may be deemed to share the power to vote (and direct the
vote of) or dispose of (or direct the disposition of) the shares of Common
Stock
owned of record by Lorantis, each such director disclaims beneficial ownership
of the shares of Common Stock owned by Lorantis.
(c)
Except as otherwise described in this Schedule 13D, there have been no
transactions in the Common Stock of AVANT by the Reporting Person or any of
its
executive officers or directors in the sixty days prior to the date of filing
this Schedule 13D.
(d)
Lorantis‘ shareholders may have the right to receive or direct receipt of
dividends or proceeds from the sale of AVANT securities by Lorantis. Apax WW
Nominees Ltd, by virtue of its ownership interest in Lorantis might have the
right to receive or direct receipt of dividends paid upon, or proceeds from
the
sale by, Lorantis of AVANT stock, with respect to approximately 8.9% of AVANT’s
outstanding common stock.. Apax WW Nominees Ltd is wholly owned by Apax Europe
Managers, a company organized under the laws of England, the purpose of which
is
to serve as the discretionary investment manager of various private equity
funds.
(e)
Not applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer
Lock-up
Agreements
Under
the
terms of the Merger Agreement, Lorantis and each continuing executive officer
and director of AVANT and Celldex were required to deliver to AVANT a “lock-up”
agreement (each, a “Lock-up Agreement”). Pursuant to Lorantis’s Lock-up
Agreement, the shares of Common Stock issued to Lorantis in the Merger may
not
be, directly or indirectly, sold for a period of six months following completion
of the Merger, with certain exceptions. Raj Parekh may not, directly or
indirectly, sell any shares of Common Stock, including any shares of Common
Stock issuable upon exercise of his option, during the six month period
following the closing of the Merger, with certain exceptions. The
description contained in this Schedule 13D of each Lock-up Agreement is
qualified in its entirety by reference to the full text of each Lock-up
Agreement, a copy of which is incorporated by reference in this Schedule 13D
—
See Exhibits 99.2 and 99.3.
The
Reporting Person is contemplating liquidating. in April 2008 (the Board has
voted to recommend such liquidation to the shareholders). In the event of such
liquidation, shares will be distributed by the liquidator to the shareholders
of
Reporting Person.
Board
Representative
Pursuant
to the Merger Agreement, Raj Parekh was designated as a member of AVANT’s board
of directors simultaneous with the closing of the Merger.
Item
7.
Material
to be Filed as Exhibits
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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†
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.
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:
March 25, 2008
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/s/ Raj
Parekh
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Raj
Parekh
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Chairman
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APPENDIX
A
LIST
OF DIRECTORS OF LORANTIS HOLDINGS, LTD.
Directors
of Lorantis, Holdings Limited
Raj
Parekh (Chairman)
Address:
Alchester
House, Langford Lane, near Wendlebury, Oxon, UK OX25 2NS
Principal
Employment: General Partner, Advent Ventures Partners
Citizenship
UK
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KhawarMann
Address
15 Portland Place, London, England W1B 1PT, United Kingdom
Principal
Employment: Mr. Mann is a Partner of Apax Europe Managers, which
serves as
the discretionary investment manager of various private equity
funds.
Citizenship:
UK
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Genghis
Lloyd-Harris
Address:
Wellintgton House, East Road, Cambridge, UK CB1 1BH
Principal
Employment: Mr. Lloyd Harris is a Partner of Abingworth Management,
Ltd.,
a venture capital firm in the United Kingdom
Citizenship:UK
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Graham
Boulnois
Address71
Kingsway London, WC2B 6ST
Principal
Employment: Mr. Boulnois is a partner of SV Life Sciences, a venture
capital manager and advisor
Citizenship:
UK
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EXHIBIT
INDEX
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 an d 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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†
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.