13D Filing: OrbiMed Advisors and Steadymed Ltd. (STDY)

OrbiMed Israel is the sole general partner of OIP II pursuant to the terms of the limited partnership agreement of OIP II. OrbiMed Limited is the sole general partner of OrbiMed Israel pursuant to the terms of the limited partnership agreement of OrbiMed Israel.  Pursuant to these agreements and relationships, OrbiMed Israel has discretionary investment management authority with respect to the assets of OIP II and such discretionary investment management authority is exercised through OrbiMed Limited by action of the Committee. Such authority includes the power to vote and otherwise dispose of securities held by OIP II. The number of outstanding Shares of the Issuer attributable to OIP II is 3,952,696.  OrbiMed Israel, as the general partner of OIP II, may be considered to hold indirectly 3,952,696 Shares, and OrbiMed Limited, as the general partner of OrbiMed Israel, may be considered to hold indirectly 3,952,696  Shares.

The Warrants acquired by OIP II and OPI VI in the Private Placement, as well as the Warrants acquired by OIP II and OPI VI pursuant to a subscription agreement with the Issuer dated July 29, 2016 and described in this Statement as originally filed, contain an issuance limitation that prohibits exercising the Warrants to the extent that after giving effect to such issuance after exercise, the holder of the Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, including the Reporting Persons), would beneficially own in excess of 19.95% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants.  Additionally, pursuant to the Subscription Agreement, the Issuer agreed to prepare and file a registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) within 30 days after the closing of the Private Placement for purposes of registering the resale of the Shares, Warrant Shares, and any shares of common stock issued as a dividend or other distribution with respect to the Shares.  The Issuer agreed to use its best efforts to cause the registration statement to be declared effective by the SEC within 30 days after filing the applicable registration statement.

Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.

Item 7.  Material to Be Filed as Exhibits

Exhibit		Title
N		Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed Israel GP II, L.P., OrbiMed Capital GP VI LLC and Samuel D. Isaly.
O		Subscription Agreement, dated April 20, 2017, by and among the Issuer and Participants defined therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-36889), filed with the SEC on April 21, 2017).