SCHEDULE 13D
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EXPLANATORY NOTE
Reference is hereby made to the original statement on Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) on July 5, 2021 (as amended on August 20, 2021, October 20, 2021 and November 11, 2021, and January 7, 2022, the “Schedule 13D”) with respect to the common shares, no par value, and
series B-1 shares, no par value, of the Issuer (the “Common Shares”) and the common shares and ADSs of Taiwan Liposome Company, Ltd., the Issuer’s predecessor registrant
(“TLC”). TLC has become a wholly-owned subsidiary of the Issuer in a share swap between the two companies, as part of a series of related transactions that would result in, among others, a change of the holding company of the TLC
business from Taiwan to Cayman Islands (the “Restructuring”).
This Amendment is being filed by TLC Biosciences Corp., a
Cayman Islands company (“TLC Biosciences”); Teal Sea Holding Corp., a Cayman Islands company (“Teal Sea”); Sea Crest Holding Corp., a Cayman Islands company (“Sea Crest”, and together with Teal Sea
and TLC Biosciences, the Corporate Owners”); and Chang-Hai Lin, Yu-Hua Lin, Chin-Pen Lin, Tai-Ping Wu, Cheng-Hsien Lin, Chin-Nu Lin, Tien-Huo Che, Yan-Huei Lin, Keelung Hong and George
Yeh (the “Individual Owners”). The purpose of this Amendment is to reflect changes in the the interest of the Reporting Persons in the Common Shares subsequent to the most recent filing of the Schedule 13D (the “Previous
Schedule 13D”). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Previous Schedule 13D.
Except as amended and supplemented in this Amendment, the information set forth in the Schedule 13D remains unchanged.
Item 3: Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby supplemented as follows:
The Restructuring was financed partly by PAG through PAG’s purchase of the Note. On February 11, 2022, the Investment Commission, a
regulatory authority in Taiwan, issued the approval to verify the completion of the Restructuring.
On or around February 17, 2022,
as part of a series of transactions related to the financing of the Restructuring, additional collateral was provided to PAG to support the repayment obligations under the Note. These additional collateral include 33,566,797 ordinary shares and
3,000,000 series A-2 shares of TLC Biosciences that are held by Teal Sea and 1,375,752 ordinary shares of Teal Sea that are held by George Yeh.
Item 5: Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby replaced in its entirety as follows:
The Restructuring involved (a) a share exchange between the Individual Owners and Teal Sea, in which the Individual Owners sold their
Common Shares and Series A Shares to Teal Sea and used the proceeds to subscribe for shares of Teal Sea (the “Teal Sea Share Exchange”) and (b) two phases of share exchange between the other holders of Common Shares and Series
A Shares to Sea Crest and used the proceeds to subscribe for shares of Sea Crest (the “Sea Crest Share Exchange”). In the Previous Schedule 13D, the filers reported the shareholding changes resulting from the Teal Sea Share
Exchange and the first phase of the Sea Crest Share Exchange on December 30, 2021.
In connection with the Sea Crest Share Exchange
and other transfer of shares to shareholders unaffiliated with the Individual Owners, the voting powers held by Sea Crest and Teal Sea in TLC Biosciences have changed. Such changes have not affected the control of Sea Crest and Teal Sea over TLC
Biosciences, nor the arrangement agreed between the two Corporate Owners embodied in the SHA, a copy of which was filed as an exhibit in the Previous Schedule 13D.