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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ARTIVA BIOTHERAPEUTICS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Yong-Jun Huh 107 Ihyeon-ro, 30beon-gil, Giheung-gu, Yongin-si Gyeonggi-do, M5, 16924 82-31-260-9300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/11/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GC Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,999,703.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GC Cell Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,607,734.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yong-Jun Huh | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,999,703.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
ARTIVA BIOTHERAPEUTICS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
5505 Morehouse Drive, Suite 100, San Diego,
CALIFORNIA
, 92121. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on July 29, 2024 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of GC Corp., GC Cell Corporation and Yong-Jun Huh. GC Corp., GC Cell Corporation and Yong-Jun Huh are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act"), is attached hereto as Exhibit 99.1.
The Reporting Persons' beneficial ownership of the Issuer's Common Stock consists of (i) 4,391,969 shares of Common Stock directly held by GC Corp. and (ii) 1,607,734 shares of Common Stock directly held by GC Cell Corporation.
Mr. Yong-Jun Huh serves as Chief Executive Officer of GC Corp. and is a member of the board of directors of GC Corp. GC Corp., a public Korean holdings company, is the parent company of GC Cell Corporation and is ultimately controlled by its board of directors. Mr. Yong-Jun Huh may be deemed beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by GC Corp. and GC Cell Corporation. Mr. Yong-Jun Huh disclaims beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining his obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that Mr. Yong-Jun Huh is the beneficial owner of such securities for any other purpose.
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| Item 3. | Source and Amount of Funds or Other Consideration | |
On May 11, 2026, GC Corp purchased 1,085,069 shares of Common Stock at a price of $11.52 per share from the underwriters of the Issuer's underwritten offering (the "May 2026 Offering") and GC Cell Corporation purchased 347,222 shares of Common Stock at a price of $11.52 per share in the May 2026 Offering. The aggregate purchase price for all securities acquired by GC Corp and GC Cell Corporation in the May 2026 Offering was $16,499,992.32, which was funded by the working capital of GC Corp. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D/A is incorporated by reference. The percentage set forth in row 13 is based on 48,588,198 shares of Common Stock outstanding upon the closing of the May 2026 Offering described in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on May 8, 2026. | |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A and Item 2 above is incorporated by reference. | |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. | |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D/A. | |
| (e) | Not applicable | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D filed with the SEC on July 29, 2024). | ||
| 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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