Steadymed Ltd. (STDY): OrbiMed Advisors Reports Large New Stake

Page 7 of 15 – SEC Filing

Item 1.

Security and Issuer

This Schedule 13D (the “Statement”) relates to the ordinary shares, nominal value NIS $0.01 per share (the “Shares”), of SteadyMed Ltd., an Israeli corporation (the “Issuer”), having its principal executive offices located at 5 Oppenheimer Street Rehovot 7670105, Israel. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On July 29, 2016, the Issuer entered into a subscription agreement (the “Subscription Agreement”) with certain participants as identified below (the “Participants”), pursuant to which the Issuer agreed to issue and sell to the Participants for an aggregate price of up to approximately $32,000,000 the following securities (the “Private Placement”): (i) in the initial tranche, an aggregate of 6,554,016 ordinary shares of the Issuer, nominal value NIS $0.01 per share (the “Initial Closing Shares”), and warrants (the “Warrants”) to purchase up to 6,554,016 additional ordinary shares of the Issuer (the “Warrant Shares”), for an aggregate purchase price of $21,333,322, or $3.13 per Initial Closing Share and $0.125 per Warrant Share (the “Initial Closing”) and (ii) in the second tranche, an aggregate of up to approximately $10,666,661 of ordinary shares of the Issuer. As a result of the Private Placement, the Issuer’s total number of outstanding Shares increased to 20,139,826 (the “Outstanding Share Increase”).

Item 2.

Identity and Background

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Israel II Limited (“OrbiMed Limited”), OrbiMed Israel GP II, LP (“OrbiMed Israel”), OrbiMed Capital GP VI LLC (“OrbiMed Capital”) and Samuel D. Isaly (“Isaly”) (collectively, the “Reporting Persons”).

 (b) — (c) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Israel, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Israel has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

OrbiMed Capital, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Isaly, a natural person, owns a controlling interest in OrbiMed Advisors.  Isaly has his principal business 601 Lexington Avenue, 54th Floor, New York, New York 10022.

The directors and executive officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Israel and OrbiMed Capital are set forth on Schedules I, II, III and IV, respectively, attached hereto.  Schedules I, II, III and IV set forth the following information with respect to each such person:

(i)           name;

(ii)          business address;

(iii)         present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and