Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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.o

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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, as amended (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).

 

 

CUSIP No.   88907J 107						Schedule 13D
	1.	Names of Reporting Persons Novartis Bioventures Ltd.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Switzerland
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power 469,652
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 469,652
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 469,652
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 4.98% (1)
	14.	Type of Reporting Person (See Instructions) CO

 

(1)   Based on 9,434,243 shares of Common Stock outstanding as of March 22, 2019, as reported in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March 28, 2019.

 

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CUSIP No.   88907J 107						Schedule 13D
	1.	Names of Reporting Persons Novartis AG
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Switzerland
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power 469,652
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 469,652
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 469,652
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 4.98% (1)
	14.	Type of Reporting Person (See Instructions) CO

 

(1)   Based on 9,434,243 shares of Common Stock outstanding as of March 22, 2019, as reported in the Issuers Annual Report on Form 10-K filed with the SEC on March 28, 2019.

 

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Item 1.   Security and Issuer.

 

This Amendment No. 3 (the Amendment) to the Schedule 13D amends the Schedule 13D filed by the Reporting Persons (as defined below) with the SEC on October 1, 2014, as previously amended on May 16, 2017 and April 2, 2018 (the Original Schedule 13D and, together with the Amendment, the Schedule 13D) and relates to the common stock, par value $0.001 per share (the Common Stock), of Novus Therapeutics, Inc., a Delaware corporation (the Issuer).  The address of the Issuers principal executive office is 19900 MacArthur Blvd., Suite 550, Irvine, CA 92612.

 

Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.

 

Item 2.   Identity and Background.

 

No changes except as described below.

 

(a)  (c) and (f) This Schedule 13D is being filed by Novartis Bioventures Ltd. (NBV) and Novartis AG (Novartis). NBV and Novartis are hereinafter sometimes collectively referred to as the Reporting Persons.  The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the Board of Directors of each of the Reporting Persons is set forth on Schedule I hereto and is incorporated herein by reference. The principal business address of both NBV and Novartis is Lichtstrasse 35, CH-4056 Basel, Switzerland.

 

(d) - (e) Neither the Reporting Persons nor, to the best knowledge of each of them, any of the executive officers and members of the Board of Directors of each of the Reporting Persons set forth on Schedule I hereto during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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.

 

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

 

No changes.

 

Item 4.   Purpose of Transaction.

 

No changes.

 

Item 5.   Interest in Securities of the Issuer.

 

No changes except as described below.

 

(a)           Based on 9,434,243 shares of Common Stock outstanding as of March 22, 2019, as reported in the Issuers Annual Report on Form 10-K filed with the SEC on March 28, 2019, the Common Stock held by the Reporting Persons constitutes 4.98% of the outstanding shares of Common Stock of the Issuer.

 

(b)           With respect to the number of shares of Common Stock as to which each Reporting Person has:

 

(i)            sole power to vote or to direct the vote with respect to such shares of Common Stock, please see row 7 of the applicable cover sheet to this Amendment for such Reporting Person;

 

(ii)           shared power to vote or to direct the vote with respect to such shares of Common Stock, please see row 8 of the applicable cover sheet to this Amendment for such Reporting Person;

 

(iii)          sole power to dispose or direct the disposition of such shares of Common Stock, please see row 9 of the applicable cover sheet to this Amendment for such Reporting Person; and

 

(iv)          shared power to dispose or to direct the disposition of such shares of Common Stock, please see row 10 of the applicable cover sheet to this Amendment for such Reporting Person.

 

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(c)           Other than the open market sales referred to below, none of (i) the Reporting Persons or, (ii) to the Reporting Persons knowledge, the persons set forth on Schedule I hereto has effected any transaction in the Common Stock during the past 60 days.

 

On April 4, 2019, the Reporting Persons sold 5,200 shares of Common Stock at a weighted average price of $4.27 per share (price range: $4.20 - $4.39).

 

On April 3, 2019, the Reporting Persons sold 4,500 shares of Common Stock at a weighted average price of $4.27 per share (price range: $4.16 - $4.36).

 

On April 2, 2019, the Reporting Persons sold 6,000 shares of Common Stock at a weighted average price of $4.21 per share (price range: $4.15 - $4.35).

 

On April 1, 2019, the Reporting Persons sold 4,843 shares of Common Stock at a weighted average price of $4.20 per share (price range: $4.15 - $4.20).

 

On March 29, 2019, the Reporting Persons sold 1,478 shares of Common Stock at a price of $4.15 per share.

 

On March 28, 2019, the Reporting Persons sold 2,000 shares of Common Stock at a price of $4.05 per share.

 

On March 27, 2019, the Reporting Persons sold 2,000 shares of Common Stock at a price of $4.05 per share.

 

On March 26, 2019, the Reporting Persons sold 2,000 shares of Common Stock at a weighted average price of $4.04 per share (price range: $4.00 - $4.15).

 

On March 25, 2019, the Reporting Persons sold 1,800 shares of Common Stock at a weighted average price of $4.06 per share (price range: $4.05 - $4.14).

 

The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).

 

(d)           Not applicable.

 

(e)           As a result of the transactions described herein, on April 4, 2019, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. The filing of this Amendment represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

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

 

No changes.

 

Item 7.   Material to be Filed as Exhibits.

 

Exhibit Number		Description
99.1		Agreement regarding joint filing of Schedule 13D

 

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Signature

 

After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

 

Date:      April 5, 2019	NOVARTIS BIOVENTURES LTD.
	By:	/s/ Bart Dzikowski
	Name:	Bart Dzikowski
	Title:	Secretary of the Board
	By:	/s/ Florian Muellershausen
	Name:	Florian Muellershausen
	Title:	Authorized Signatory
	NOVARTIS AG
	By:	/s/ Bart Dzikowski
	Name:	Bart Dzikowski
	Title:	Authorized Signatory
	By:	/s/ Florian Muellershausen
	Name:	Florian Muellershausen
	Title:	Authorized Signatory

 

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SCHEDULE I

 

DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS BIOVENTURES LTD.

 

Directors and Executive Officers of Novartis AG

 

The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individuals name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.

 

Name		Relationship to Novartis AG		Present Principal Occupation		Citizenship
Joerg Reinhardt, Ph.D.		Chairman of the Board of Directors		Chairman of the Board of Directors		German
Enrico Vanni, Ph.D.		Vice Chairman of the Board of Directors		Independent Consultant		Swiss
Nancy C. Andrews, M.D., Ph.D.		Director		Dean Emerita of the Duke University School of Medicine and Vice Chancellor Emerita for Academic Affairs at Duke University; Professor of Pediatrics, Pharmacology and Cancer Biology at Duke University		American
Patrice Bula		Director		Executive Vice President and Head of Strategic Business Units at Nestlé SA; Chairman of the board at Nespresso SA		Swiss
Ton Buechner		Director		Former CEO and Chairman of the executive board of AkzoNobel		Dutch
Srikant Datar, Ph.D.		Director		Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University		American
Elizabeth (Liz) Doherty		Director		Non-executive director and chairman of the audit committee of Dunelm Group plc; Member of the Supervisory Board and Audit Committee of Corbion NV		British
Ann Fudge		Director		Chair of the United States Program Advisory Panel of the Bill & Melinda Gates Foundation; Chair of WGBH Public Media; Director of Northrop Grumman Corporation		American

 

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Name		Relationship to Novartis AG		Present Principal Occupation		Citizenship
Franz van Houten		Director		CEO and Chairman of the Executive Committee and the Board of Management of Royal Philips; Vice-Chairman and Member of the Supervisory Board of Philips Lighting		Dutch
Andreas von Planta, Ph.D.		Director		Chairman of HSBC Private Bank (Suisse) SA; Board member of Helvetia Holding AG; Chairman of the Regulatory Board of the SIX Swiss Exchange AG		Swiss
Charles L. Sawyers, M.D.		Director		Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences; Investigator at the Howard Hughes Medical Institute		American
William T. Winters		Director		CEO and a board member of Standard Chartered		British
Vasant (Vas) Narasimhan, M.D.		Member of the Executive Committee; Chief Executive Officer		Member of the Executive Committee, Chief Executive Officer		American
Steven Baert		Member of the Executive Committee; Head of Human Resources		Member of the Executive Committee, Head of Human Resources		Belgian
Susanne Schaffert, Ph.D.		Member of the Executive Committee; CEO, Novartis Oncology		Member of the Executive Committee; CEO, Novartis Oncology		German
Bertrand Bodson		Member of the Executive Committee; Chief Digital Officer		Member of the Executive Committee; Chief Digital Officer		Belgian
James (Jay) Bradner, M.D.		Member of the Executive Committee; President, Novartis Institutes for BioMedical Research		Member of the Executive Committee; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA		American
Klaus Moosemayer, Ph.D.		Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer		Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer		German

 

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Name		Relationship to Novartis AG		Present Principal Occupation		Citizenship
Paul Hudson		Member of the Executive Committee; CEO, Novartis Pharmaceuticals		Member of the Executive Committee; CEO, Novartis Pharmaceuticals		British
Harry Kirsch		Member of the Executive Committee; Chief Financial Officer		Member of the Executive Committee; Chief Financial Officer		German
Shannon Thyme Klinger		Member of the Executive Committee; Group General Counsel		Member of the Executive Committee; Group General Counsel		American
Steffen Lang, Ph.D.		Member of the Executive Committee; Global Head of Novartis Technical Operations		Member of the Executive Committee; Global Head of Novartis Technical Operations		German
John Tsai, M.D.		Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer		Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer		American
Robert Weltevreden		Member of the Executive Committee; Head of Novartis Business Services		Member of the Executive Committee; Head of Novartis Business Services		Dutch

 

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Directors and Officers of Novartis Bioventures Ltd.

 

The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Bioventures Ltd. are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individuals name refers to employment with Novartis Bioventures Ltd. and (ii) the business address of each director and executive officer of Novartis Bioventures Ltd. is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.

 

Name		Relationship to Novartis Bioventures Ltd.		Present Principal Occupation		Citizenship
Prof. Dr. Patrick Aebischer		Chairman of the Board of Directors		President emeritus of the École Polytechnique Fédérale de Lausanne (EPFL); Member of the Board of Directors at Lonza AG, Nestlé S.A. and Logitech International S.A.		Swiss
Michael Gilman, Ph.D.		Director		Chief Executive Officer and Chairman of the Board at Arrakis Therapeutics, Inc.		American
Harry Kirsch		Director		Member of the Executive Committee of Novartis; Chief Financial Officer at Novartis		German
Prof. Dr. Christoph Meier		Director		Chief Medical Officer at the University Hospital Basel; Professor at the Medical Faculty of the University of Geneva		Swiss
Dr. Raj Parekh		Director		General Partner at Advent Life Sciences		British
James (Jay) Bradner, M.D.		Director		Member of the Executive Committee of Novartis; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA		American
John Tsai, M.D.		Director		Member of the Executive Committee of Novartis; Head of Global Drug Development and Chief Medical Officer at Novartis		American

 

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