|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Keenova Therapeutics plc (Name of Issuer) |
Ordinary Shares, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
George Travers c/o GoldenTree Asset Management LP, 300 Park Avenue, 21st Floor New York, NY, 10022 (212) 847-3500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2026 (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.
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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
GoldenTree Asset Management LP | ||||||||
| 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, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,389,212.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
GoldenTree Asset Management LLC | ||||||||
| 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, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,389,212.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Limited Liability Company
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Steven A. Tananbaum | ||||||||
| 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)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,442,827.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.01 per share | |
| (b) | Name of Issuer:
Keenova Therapeutics plc | |
| (c) | Address of Issuer's Principal Executive Offices:
College Business & Technology Park, Cruiserath Road, Blanchardstown, Dublin,
IRELAND
, 15 D15 TX2. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on August 7, 2025 (as amended to date, the "Schedule 13D"), relating to the ordinary shares, par value $0.01 per share ("Ordinary Shares") of Keenova Therapeutics plc (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by the following:
On September 24, 2026, the Reporting Persons purchased an aggregate of 463,000 Ordinary Shares for aggregate consideration of $42,133,000 using working capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated by the following:
The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
The securities reported herein include (i) 8,389,212 Ordinary Shares held directly by certain funds and separate accounts managed by the Investment Manager and (ii) 53,615 Ordinary Shares held directly by Mr. Tananbaum.
The ownership percentage set forth herein is based on 39,646,277 Ordinary Shares outstanding as of August 4, 2026 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2026.
The Investment Manager is the investment manager or advisor to certain funds and a separately managed account by the Investment Manager (the "Funds"). IMGP is the general partner of the Investment Manager. Steven A. Tananbaum is the managing member of IMGP. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by the Funds. | |
| (b) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. | |
| (c) | Except as set forth in Item 3 above, during the past 60 days, the Reporting Persons have not effected any transactions in the Ordinary Shares. | |
| (d) | None. | |
| (e) | Not applicable. | |
| 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.
|
|
|
|
|
|
|