Jeffrey Jay and David Kroin‘s Great Point Partners has raised its stake in Inotek Pharmaceuticals Corp (NASDAQ:ITEK) to 1.37 million shares, which represent 5.07% of the float, according to a new 13G filing with the US Securities and Exchange Commission. Previously, the fund’s stake consisted of 94,077 shares as reported in its last 13F filing (for the end of September).
As the name suggests it, Inotek Pharmaceutical Corporation is a clinical-stage biopharmaceutical company, whose main focus is on discovering various therapeutics for different eye disorders. Yesterday, the company announced top-line results for MATrX-1, First Phase 3 Trial of Trabodenoson for glaucoma, and in the report it was stated that “the trial did not achieve its primary endpoint of superiority in reduction of intraocular pressure”, but it did, however, achieve some important secondary endpoints. Over the past 12 months, the company’s shares have lost 84.55%. In its last financial report, for the third quarter of 2016, Inotek Pharmaceutical Corporation disclosed a loss per share of $0.41, which compares to a loss per share of $2.48 for the corresponding period in 2015.
Recently HC Wainwright reiterated its ‘Buy’ rating on Inotek Pharmaceutical Corporation’s stock, with a price target of $7, while Canaccord Genuity set a price target to $9, and kept ‘Buy’ rating as well, and Piper Jaffray Companies downgraded its rating on the stock to ‘Neutral’ from ‘Overweight’.
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According to Insider Monkey’s hedge fund database, 16 investors held long positions in Inotek Pharmaceuticals Corp (NASDAQ:ITEK) at the end of the third quarter of 2016, up by two from the previous quarter. The most bullish investor among them was Samuel Isaly’s OrbiMed Advisors, which held $17.5 million worth a position. The second largest stake was reported by Steve Cohen’s Point72 Asset Management, worth around $8.3 million. Some other investors with similar enthusiasm included Phill Gross and Robert Atchinson’s Adage Capital Management, James A. Silverman’s Opaleye Management and Israel Englander’s Millennium Management.
Consequently, specific money managers were breaking ground themselves. DAFNA Capital Management, led by Nathan Fischel, established the most outsized position in Inotek Pharmaceuticals Corp (NASDAQ:ITEK). DAFNA Capital Management had $2.2 million invested in the company at the end of the quarter. Ken Greenberg and David Kim’s Ghost Tree Capital also initiated a $1.6 million position during the quarter. The following funds were also among the new ITEK investors: Dmitry Balyasny’s Balyasny Asset Management and Glenn Russell Dubin’s Highbridge Capital Management.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Great Point Partners | 0 | 1,366,500 | 0 | 1,366,500 | 1,366,500 | 5.07% |
| Dr. Jeffrey R. Jay, M.D | 0 | 1,366,500 | 0 | 1,366,500 | 1,366,500 | 5.07% |
| Mr. David Kroin | 0 | 1,366,500 | 0 | 1,366,500 | 1,366,500 | 5.07% |
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Page 1 of 10 – SEC Filing
| UNITED
|
| Inotek Pharmaceuticals Corp |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 45780V102 |
| (CUSIP Number) |
| December 21, 2016 |
| (Date of Event which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| [X] 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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Page 2 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 2 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS Great Point Partners, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 37-1475292 | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a) | [_] | ||||
| (b) | [_] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 1,366,500 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 1,366,500 | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,366,500 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | [_] | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.07%1 | ||||
| 12. | TYPE OF REPORTING PERSON (See Instructions) IA | ||||
| 1 | Based on a total of 26,930,730 shares outstanding, as reported in the Issuer’s Form 10Q filed with the SEC on November 9, 2016. |
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Page 3 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 3 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS Dr. Jeffrey R. Jay, M.D. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a) | [_] | ||||
| (b) | [_] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 1,366,500 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 1,366,500 | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,366,500 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | [_] | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.07%1 | ||||
| 12. | TYPE OF REPORTING PERSON (See Instructions) IN | ||||
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Page 4 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 4 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS Mr. David Kroin I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a) | [_] | ||||
| (b) | [_] | ||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 1,366,500 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 1,366,500 | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,366,500 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | [_] | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.07%1 | ||||
| 12. | TYPE OF REPORTING PERSON (See Instructions) IN | ||||
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Page 5 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 5 of 9 Pages |
Item 1. | |
| (a) Name Inotek Pharmaceuticals Corp | |
| (b) Address 91 Hartwell Ave, 2nd FL, Lexington MA 02421 | |
| Item 2. | |
| (a) Name of Person Great Point Partners, LLC Mr. David Kroin The Reporting Persons have entered into a Joint Filing Agreement, | |
| (b) Address of Principal The address of the principal business office 165 Mason Street, 3rd Floor Greenwich, CT 06830 | |
| (c) Citizenship Great Point Partners, LLC is a limited liability company organized | |
| (d) Title Common Stock | |
| (e) CUSIP 45780V102 | |
| Item 3. | If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | |
| (b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c). | |
| (d) [_] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) [X] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) [_] An |
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Page 6 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 6 of 9 Pages |
| (g) [_] A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3). | |
| (j) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership |
| Biomedical Value Fund, L.P. (“BVF”) is the record owner of 383,985 shares of Common Stock (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares. | |
| Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 553,432 shares of Common Stock (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares. | |
| GEF-SMA, LP (“GEF-SMA”) is the record owner of 429,083 shares of Common Stock (the “GEF-SMA Shares”). Great Point is the investment manager of GEF-SMA, and by virtue of such status may be deemed to be the beneficial owner of the GEF-SMA Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-SMA Shares, and therefore may be deemed to be the beneficial owner of the GEF-SMA Shares. | |
| Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares and the GEF-SMA Shares described above, except to the extent of their respective pecuniary interests. | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |
| 1. Great Point Partners, LLC | |
| (a) Amount beneficially owned: 1,366,500 | |
| (b) Percent of class: 5.07%1 | |
| (c) Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | |
| (ii) Shared power to vote or to direct the vote: 1,366,500 | |
| (iii) Sole power to dispose or to direct the disposition of: 0 | |
| (iv) Shared power to dispose or to direct the disposition of: 1,366,500 |
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Page 7 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 7 of 9 Pages |
| 2. Dr. Jeffrey R. Jay, M.D. | |
| (a) Amount beneficially owned: 1,366,500 | |
| (b) Percent of class: 5.07%1 | |
| (c) Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | |
| (ii) Shared power to vote or to direct the vote: 1,366,500 | |
| (iii) Sole power to dispose or to direct the disposition of: 0 | |
| (iv) Shared power to dispose or to direct the disposition of: 1,366,500 | |
| 3. Mr. David Kroin | |
| (a) Amount beneficially owned: 1,366,500 | |
| (b) Percent of class: 5.07%1 | |
| (c) Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | |
| (ii) Shared power to vote or to direct the vote: 1,366,500 | |
| (iii) Sole power to dispose or to direct the disposition of: 0 | |
| (iv) Shared power to dispose or to direct the disposition of: 1,366,500 |
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 each of the Reporting Persons has 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:
See Item 4.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution
of Group
Not Applicable.
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Page 8 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 8 of 9 Pages |
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as participant in any transaction having that purpose or effect.
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Page 9 of 10 – SEC Filing
| CUSIP No. 45780V102 | 13G | Page 9 of 9 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: January 3,
2017
| GREAT POINT PARTNERS, LLC | ||
| By: | /s/ Dr. Jeffrey R. Jay, M.D. | |
| Dr. Jeffrey R. Jay, M.D., | ||
| as senior managing member | ||
| /s/ Dr. Jeffrey R. Jay, M.D | ||
| DR. JEFFREY R. JAY, M.D. | ||
| /s/ Mr. David Kroin | ||
| MR. DAVID KROIN | ||
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Page 10 of 10 – SEC Filing
Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each
of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf
of each of them; and
(ii) Each
of them is responsible for the timely filing of such Schedule 13G 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.
Date: January 3, 2017
| GREAT POINT PARTNERS, LLC | ||
| By: | /s/ Dr. Jeffrey R. Jay, M.D | |
| Dr. Jeffrey R. Jay, M.D., | ||
| as senior managing member | ||
| /s/ Dr. Jeffrey R. Jay, M.D | ||
| DR. JEFFREY R. JAY, M.D. | ||
| /s/ Mr. David Kroin | ||
| MR. DAVID KROIN | ||
