SC 13G/A

NAMES OF REPORTING PERSONS

Canaan VIII L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SC 13G/A 1 d126090dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Liquidia Corporation

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

53635D202

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 53635D202		SCHEDULE 13G/A		Page 2 of 7 Pages

(1)

Based on 43,335,808 shares of common stock (the “Common Stock”), $0.001 par value per share, of Liquidia Corporation, a Delaware corporation (the “Issuer”) outstanding as of November 30, 2020 as set forth in the Issuer’s Form S-3, as filed with the Securities and Exchange Commission (the “SEC) on December 16, 2020 (the “Form S-3”).


CUSIP No. 53635D202		SCHEDULE 13G/A		Page 3 of 7 Pages

(1)


CUSIP No. 53635D202		SCHEDULE 13G/A		Page 4 of 7 Pages

Explanatory Note: On November 18, 2020 (the “Closing Date”), Liquidia Corporation, a Delaware corporation (the “Issuer”), completed the acquisition contemplated by the Agreement and Plan of Merger, dated as of June 29, 2019, as amended by a Limited Waiver and Modification to the Merger Agreement, dated as of August 3, 2020 (the “Merger Agreement”), by and among the Issuer, Liquidia Technologies, Inc., a Delaware corporation (“Liquidia Technologies”), RareGen, LLC, a Delaware limited liability company (“RareGen”), Gemini Merger Sub I, Inc., a Delaware corporation (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company (“RareGen Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited liability company, as Members’ Representative. Pursuant to the Merger Agreement, Liquidia Merger Sub, a wholly owned subsidiary of the Issuer, merged with and into Liquidia Technologies (the “Liquidia Technologies Merger”), and RareGen Merger Sub, a wholly owned subsidiary of the Issuer, merged with and into RareGen (the “RareGen Merger” and, together with the Liquidia Technologies Merger, the “Merger Transaction”). Upon consummation of the Merger Transaction, the separate corporate existences of Liquidia Merger Sub and RareGen Merger Sub ceased and Liquidia Technologies and RareGen continue as wholly owned subsidiaries of the Issuer. As disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2020, the Issuer is the successor issuer to Liquidia Technologies pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended.


Item 1.	Issuer

	(a)	Name of Issuer:

		Liquidia Corporation (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		419 Davis Drive Ste. 100 Morrisville, NC 27560

Item 2.	Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		(i) Canaan VIII L.P., a Cayman Islands limited partnership (the “Fund”); and (ii) Canaan Partners VIII LLC, a Delaware limited liability company (the “General Partner”). The address of the principal business office of each of the reporting persons is 285 Riverside Avenue, Suite 250, Westport, Connecticut 06880.

	(d)	Title of Class of Securities:

		Common Stock, $0.001 par value per share, (the “Common Stock”)

	(e)	CUSIP Number: 53635D202

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐ Broker or dealer registered under Section 15 of the Act;

	(b)	☐ Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐ Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);


CUSIP No. 53635D202		SCHEDULE 13G/A		Page 5 of 7 Pages



		(g)		☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

		(h)		☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

		(i)		☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

		(j)		☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

		(k)		☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

				If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 53635D202		SCHEDULE 13G/A		Page 6 of 7 Pages


Item 4.	Ownership.

	(a) and (b)	Amount beneficially owned:

		(i)	The Fund directly owns 2,917,169 shares of Common Stock, which represents approximately 6.7% of the outstanding shares of Common Stock.

		(ii)	The General Partner is the general partner of the Fund and may be deemed to beneficially own 2,917,169 shares of Common Stock, which represents approximately 6.7% of the outstanding shares of Common Stock.

	(c)	Number of shares as to which such person has:


	Number of shares of Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
Canaan VIII L.P.		2,917,169		0		2,917,169		0
Canaan Partners VIII LLC		2,917,169		0		2,917,169		0

(i) Sole power to vote or direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of



		Based on 43,335,808 shares of Common Stock, $0.001 par value per share, of the Issuer) outstanding as of November 30, 2020 as set forth in the Issuer’s Form S-3, as filed with the SEC on December 16, 2020.

Item 5.		Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.		Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.

Item 8.		Identification and Classification of Members of the Group. Not applicable.

Item 9.		Notice of Dissolution of Group. Not applicable.

Item 10.		Certification. Not applicable.


CUSIP No. 53635D202		SCHEDULE 13G/A		Page 7 of 7 Pages

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.

Date: February 3, 2021


CANAAN VIII L.P.

By:		CANAAN PARTNERS VIII LLC, its General Partner

By:		/s/ Nancy Levenson
		Nancy Levenson, Attorney-in-Fact

CANAAN PARTNERS VIII LLC

By:		/s/ Nancy Levenson
		Nancy Levenson, Attorney-in-Fact

SEC Form SC 13G/A filed