SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Chione Ltd (Last) (First) (Middle) SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 (Street) LARNACA G4 6015 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2022	3. Issuer Name and Ticker or Trading Symbol Acrivon Therapeutics, Inc. [ ACRV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 11/09/2022
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock(1)	(1)	(2)	Common Stock	3,445,940(3)	5.6225(3)	D(4)(5)(6)(7)
Series B Preferred Stock(1)	(1)	(2)	Common Stock	10,657(3)	14.0745(3)	D(4)(5)(6)(7)

1. Name and Address of Reporting Person* Chione Ltd (Last) (First) (Middle) SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 (Street) LARNACA G4 6015 (City) (State) (Zip)

1. Name and Address of Reporting Person* Czernik Marcin (Last) (First) (Middle) C/O CHIONE LIMITED, SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 (Street) CHESIERES V8 1885 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hadjimichael Andreas (Last) (First) (Middle) C/O CHIONE LIMITED, SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 (Street) LARNACA G4 6015 (City) (State) (Zip)

1. Name and Address of Reporting Person* Nikolaou Anastasis (Last) (First) (Middle) C/O CHIONE LTD/ SIMOU MENARDOU 5 KIFISIA COURT,OFFICE 225 (Street) LARNACA G4 6015 (City) (State) (Zip)

1. Name and Address of Reporting Person* Smolokowski Wiaczeslaw (Last) (First) (Middle) CHALET LENOTCHKA CH.DE BARNOUD (Street) CHESIERES V8 1885 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Preferred Stock is convertible into Common Stock, without payment of further consideration, at any time at the holder's election and automatically upon the closing of the issuer's initial public offering.

2. The shares of Preferred Stock have no expiration date.

3. The total number of shares of Common Stock issuable upon conversion of each series of Preferred Stock and the respective conversion prices thereof reflect the issuer's 2.466:1 reverse stock split effected in connection with the issuer's initial public offering.

4. Shares of Preferred Stock owned directly by Chione Limited ("Chione").

5. Chione's directors, Marcin Czernik, Andreas Hadjimichael and Anastasis Nikolaou, and its sole shareholder, Wiaczeslaw Smolokowski, may be deemed to share beneficial ownership of the shares of Preferred Stock directly owned by Chione (and of the Common Stock issuable upon conversion of those shares of Preferred Stock).

6. Each reporting person states that neither the filing of this Form 3 nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this Form 3. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

7. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this Form 3 nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Remarks:

This Form 3/A is being filed in order to add Anastasis Nikolaou (whose director position and beneficial ownership were previously disclosed) as a reporting person. Exhibit Index Exhibit 24.1 - Power of Attorney, dated October 10, 2022, made by Marcin Czernik and Chione Limited in favor of Shalom Leaf (filed with the Form 3, filed on behalf of Chione Limited et al on 11/09/22) Exhibit 24.2 - Power of Attorney, dated October 10, 2022, made by Andreas Hadjimichael and Chione Limited in favor of Shalom Leaf (filed with the Form 3, filed on behalf of Chione Limited et al on 11/09/22) Exhibit 24.3 - Power of Attorney, dated October 10, 2022, made by Wiaczeslaw Smolokowski in favor of Shalom Leaf (filed with the Form 3, filed on behalf of Chione Limited et al on 11/09/22) Exhibit 24.4 - Power of Attorney, dated October 10, 2022, made by Anastasis Nikolaou in favor of Shalom Leaf (filed herewith) Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)

	Chione Limited, by /s/ Shalom Leaf, as attorney-in fact by power of attorney	11/14/2022
	Marcin Czernik, by /s/ Shalom Leaf, as attorney-in fact by power of attorney	11/14/2022
	Andreas Hadjimichael, by /s/ Shalom Leaf, as attorney-in fact by power of attorney	11/14/2022
	Anastasis Nikolaou, by /s/ Shalom Leaf, as attorney-in fact by power of attorney	11/14/2022
	Wiaczeslaw Smolokowski, by /s/ Shalom Leaf, as attorney-in fact by power of attorney	11/14/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.4

 

LIMITED POWER OF ATTORNEY

 

The undersigned, Anastasis Nikolaou, hereby appoints Shalom Leaf as his attorney-in-fact (i) for and on behalf of the undersigned, including, without limitation, in my current or future capacity as a director and, if applicable, as an officer of Chione Limited (the “Company”), and (ii) for and on behalf of the Company, in each case, in respect of (A) any current or future direct or indirect beneficial ownership of, or pecuniary interest in (whether or not such beneficial ownership or pecuniary interest is disclaimed), securities of Acrivon Therapeutics Inc., including any successor entity (“ATI”), and (B) any other status or transaction of or involving the undersigned and/or the Company requiring any filing or report pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder or applicable thereto (the “Exchange Act”) in respect of such securities, including, without limitation, pursuant to Section 13 or 16 of the Exchange Act. Such appointment as attorney-in-fact shall include, without limitation, the power and authority:

 

1. to execute and file a Form ID on behalf of the undersigned and otherwise to secure any codes required in order for the undersigned to be able to file with the U.S. Securities and Exchange Commission’s Edgar system;

 

2.

to execute and file any Form 3, Form 4, or Form 5, Schedule 13G or 13D, any amendments to any such Form or Schedule, and any filing agreements related to securities of ATI on behalf of the undersigned and/or the Company;

 

3.

to seek and obtain information on behalf of, and as the representative of the undersigned and/or the Company, from any and all persons, including, without limitation, representatives of the Company and ATI, in connection with the foregoing; and

 

4.

to do and perform any and all acts and things, including, without limitation, to execute, submit and file such agreements, instruments, forms and other documents, to incur such expenses, as may be necessary or desirable, in the sole discretion of such attorney-in-fact, in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact pursuant to this Limited Power of Attorney shall be in such form and shall contain such information as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion.

 

The undersigned acknowledges that said attorney-in-fact is not assuming any of my responsibilities to comply with the Exchange Act.

 

Said attorney-in-fact may (i) act in reliance upon the signature below; and (ii) assume that any person, whether as an individual or as a person who has been designated by the Company or ATI or any other person to give any written instructions, notice or receipt, or make any statements in connection with the foregoing matters (or any of them) has been duly authorized to do so. 

 

Said attorney-in-fact shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures or instructions.   

 

This Limited Power of Attorney will remain in effect until October 10, 2023 or until such earlier time as a written revocation of this Limited Power of Attorney is delivered to said attorney-in-fact at his then current address.

 

The undersigned is signing this Limited Power of Attorney as of October 10, 2022.

 

	/s/ Anastasis Nikolaou
	Anastasis Nikolaou, individually, including in his capacity as an officer and/or director of the Company (as applicable), and on behalf of the Company

 

Exhibit 99.1

 

Joint Filer Information

 

(Other Reporting Persons)

 

Name:	Marcin Czernik
Address:	c/o Chione Limited Simou Menardou 5 Kifisia Court, Office 225 6015 Larnaca, Cyprus
Designated Filer:	Chione Limited
Issuer & Ticker Symbol:	Acrivon Therapeutics, Inc. [ACRV]
Date of Earliest Transaction Required to Be Reported:	11/9/22
Relationship of Reporting Persons to Issuer:   If Amendment, Date Original Filed (Month/Day/Year):   Individual or Joint/Group Filing:   Signature and Date:	10% Owner   Not Applicable   Form filed by More than One Reporting Person   Marcin Czernik, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/14/22

 

Name:	Andreas Hadjimichael
Address:	c/o Chione Limited Simou Menardou 5 Kifisia Court, Office 225 6015 Larnaca, Cyprus
Designated Filer:	Chione Limited
Issuer & Ticker Symbol:	Acrivon Therapeutics, Inc. [ACRV]
Date of Earliest Transaction Required to Be Reported:	11/9/22
Relationship of Reporting Persons to Issuer:   If Amendment, Date Original Filed (Month/Day/Year):   Individual or Joint/Group Filing:    Signature and Date:	10% Owner    Not Applicable   Form filed by More than One Reporting Person   Andreas Hadjimichael, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/14/22

 

 

Name:	Anastasis Nikolaou
Address:	c/o Chione Limited Simou Menardou 5 Kifisia Court, Office 225 6015 Larnaca, Cyprus
Designated Filer:	Chione Limited
Issuer & Ticker Symbol:	Acrivon Therapeutics, Inc. [ACRV]
Date of Earliest Transaction Required to Be Reported:	11/9/22
Relationship of Reporting Persons to Issuer:   If Amendment, Date Original Filed (Month/Day/Year):   Individual or Joint/Group Filing:    Signature and Date:	10% Owner    Not Applicable   Form filed by More than One Reporting Person   Anastasis Nikolaou, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/14/22

 

Name:   Address         Designated Filer:   Issuer & Ticker Symbol:   Date of Earliest Transaction Required to Be Reported:   Relationship of Reporting Persons to Issuer:   If Amendment, Date Original Filed (Month/Day/Year):   Individual or Joint/Group Filing:     Signature and Date: :

Wiaczeslaw Smolokowski     Chalet Lenotchka Ch.de Barnoud 1885 Chesieres Switzerland   Chione Limited   Acrivon Therapeutics, Inc. [ACRV]   11/9/22   10% Owner   Not Applicable     Form filed by More than One Reporting Person   Wiaczeslaw Smolokowski, by /s/ Shalom Leaf, as attorney-in fact  by power of attorney 11/14/22

 

 

 

 

Exhibit 99.2

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Agreement to be executed and effective as of the date first written above.

 

	Chione Limited, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/14/22
	Marcin Czernik, by /s/ Shalom Leaf, as attorney-in fact by power of attorney 11/14/22
	Andreas Hadjimichael, by /s/ Shalom Leaf, as attorney-in fact, by power of attorney 11/14/22
	Anastasis Nikolaou, by /s/ Shalom Leaf, as attorney-in fact, by power of attorney 11/14/22
	Wiaczeslaw Smolokowski, by /s/ Shalom Leaf, as attorney-in fact, by power of attorney 11/14/22