|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
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) |
11/06/2026 (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
8,821,928.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.3 % | ||||||||
| 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
8,821,928.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.3 % | ||||||||
| 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
8,875,543.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
GoldenTree Master Fund, Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,510,139.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
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. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") 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 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and restated by the following:
The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"):
GoldenTree Asset Management LP (the "Investment Manager")
GoldenTree Asset Management LLC (the "IMGP")
Steven A. Tananbaum
GoldenTree Master Fund, Ltd. | |
| (b) | The address of the principal business office of each of the Reporting Persons is c/o GoldenTree Asset Management LP, 300 Park Avenue, 21st Floor, New York, NY 10022. | |
| (c) | The principal occupation of Mr. Tananbaum is to serve as the managing member of IMGP.
The remaining Reporting Persons are principally engaged in the business of investment management or making, purchasing, selling and holding investments. | |
| (d) | During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Tananbaum is a citizen of the United States. GoldenTree Master Fund, Ltd. is organized under the laws of the Cayman Islands. The remaining Reporting Persons are organized under the laws of the State of Delaware. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by the following:
From October 14, 2026 through November 6, 2026, the Funds purchased an aggregate of 432,716 Ordinary Shares for aggregate consideration of $38,722,653 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.
As of November 6, 2026, the securities reported herein include (i) 8,821,928 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. GoldenTree Master Fund, Ltd. is the record owner of 2,510,139 Ordinary Shares.
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, including GoldenTree Master Fund, Ltd., 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) | From October 14, 2026 through November 6, 2026, the Funds purchased an aggregate of 432,716 Ordinary Shares. Details by date, listing the number of shares of Ordinary Shares purchased and the price per share, are provided below.
Date: 10/14/2026
Number of Ordinary Shares: 137,000
Price: $90
Date: 11/05/2026
Number of Ordinary Shares: 145,716
Price: $89.25
Date: 11/06/2026
Number of Ordinary Shares: 150,000
Price: $89.25
Except as set forth in this Schedule 13D, since Amendment No. 1, the Reporting Persons have not effected any transactions in the Ordinary Shares. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by the following:
Exhibit 2: Joint Filing Agreement. | ||
| 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.
|
|
|
|
|
|
|
|
|
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of November 10, 2026.
| GOLDENTREE ASSET MANAGEMENT LP | ||
| By: GoldenTree Asset Management LLC, its general partner | ||
| /s/ Steven A. Tananbaum | ||
| By: | Steven A. Tananbaum | |
| Title: | Managing Member | |
| GOLDENTREE ASSET MANAGEMENT LLC | ||
| /s/ Steven A. Tananbaum | ||
| By: | Steven A. Tananbaum | |
| Title: | Managing Member | |
| /s/ Steven A. Tananbaum | ||
| Steven A. Tananbaum | ||
| GOLDENTREE MASTER FUND, LTD. | ||
| /s/ Peter Alderman | ||
| By: | Peter Alderman | |
| Title: | General Counsel | |