TNGX Tango Therapeutics Inc

Item 3.    Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

On August 11, 2023, MVA Investors, using funds on hand, purchased 475,000 shares of Common Stock at a price of $5.15 per share from the Issuer in a private placement for an aggregate purchase price of $2,446,250, pursuant to a securities purchase agreement dated August 10, 2023 (“Private Placement”). In connection with the Private Placement, Boxer Capital purchased 2,340,579 prefunded warrants (the “Prefunded Warrants”) at a cash purchase price of $5.1499 per each Prefunded Warrant for an aggregate purchase price of $12,053,747.79. The Prefunded Warrants have an exercise price of $0.0001 per share of Common Stock and are immediately exercisable and remain exercisable in full; provided, that, the Prefunded Warrants are subject to a limitation (the “Blocker”) that prohibits the Reporting Persons from exercising the Prefunded Warrants if the result would cause their aggregate beneficial ownership of Common Stock to exceed 9.99% of the Common Stock then outstanding. As a result of the Blocker, the Prefunded Warrants cannot now be exercised by the Reporting Persons and do not give them beneficial ownership of shares of Common Stock.

Item 4.    Purpose of Transaction.

Item 4 is hereby amended to add the following:

Item 5.    Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

All percentages are based on 101,663,940 shares of the Issuer’s Common Stock outstanding, which is the sum of (i) 88,467,269 shares of the Common Stock outstanding as of August 2, 2023 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2023, and (ii) 13,196,671 shares of Common Stock issued in the Private Placement as set forth in the Issuer’s Form 8-K filed with the SEC on August 10, 2023.

BCTG Holdings beneficially owns 6,988,450 shares of Common Stock which represents 6.9% of the outstanding Common Stock. Boxer Capital and Boxer Management beneficially own 7,123,642 shares of Common Stock which represents 7.0% of the outstanding Common Stock. Braslyn beneficially owns 26,961 shares of Common Stock which represents less than 0.1% of the outstanding Common Stock. Joe Lewis beneficially owns 14,139,053 shares of Common Stock which includes the shares of Common Stock beneficially owned by BCTG Holdings, Boxer Capital, and Braslyn and which represents 13.9% of the outstanding Common Stock. MVA Investors beneficially owns 743,524 shares of Common Stock which represents 0.7% of the outstanding Common Stock. Mr. Davis beneficially owns 793,524 shares of Common Stock which includes the shares of Common Stock beneficially owned by MVA Investors and which represents 0.8% of the outstanding Common Stock.

BCTG Holdings has the sole power to vote or to direct the vote of 6,988,450 shares of Common Stock. Mr. Davis has the sole power to vote or to direct the vote of 50,000 shares of Common Stock underlying Issuer options exercisable within 60 days.

BCTG Holdings has the sole power to dispose or to direct the disposition of  6,988,450 shares of Common Stock. Mr. Davis has the sole power to dispose or to direct the disposition of 50,000 shares of Common Stock underlying Issuer options exercisable within 60 days.

(c) Other than as described herein, the Reporting Persons have not engaged in any transactions in the Common Stock in the past 60 days. On June 6, 2023, the Issuer awarded restricted stock units and stock options to Aaron I. Davis for his service as a director of the Issuer, as reported by Mr. Davis in a Form 4 filed with the SEC on June 8, 2023.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Mr. Davis participates in the Issuer’s equity compensation plans for outside directors, as further described from time to time by the Issuer in its filings with the SEC.

Item 7.    Material to Be Filed as Exhibits.