Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Ra Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74933V 10 8

(CUSIP Number)

Thomas Dyrberg

Novo A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

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

October 31, 2016

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	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 (the 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).

 

 

 

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CUSIP No.: 74933V 10 8

 

1.		Name of Reporting Person:   Novo A/S
2.		Check the Appropriate Box if a Member of Group (See Instructions): (a)  ☐        (b)  ☒
3.		SEC Use Only:
4.		Source of Funds:   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ☐
6.		Citizenship or Place of Organization:   Denmark
Number of Shares Beneficially  Owned By Each Reporting Person With:				7.		Sole Voting Power:   2,031,562
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   2,031,562
				10.		Shared Dispositive Power:   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   2,031,562
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares:  ☐
13.		Percent of Class Represented By Amount In Row (11):   9.5% (1)
14.		Type of Reporting Person:   CO

 

(1)

Based upon 21,488,780 shares of Common Stock (assuming no exercise of the underwriters option to purchase additional shares of common stock) outstanding as of the Issuers initial public offering as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission on October 26, 2016.

 

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Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, par value $0.001 per share (the Common Stock), of Ra Pharmaceuticals, Inc. (the Issuer), a Delaware corporation. The Issuers principal office is located at 87 Cambridge Park Drive, Cambridge, Massachusetts 02140.

 

Item 2.

Identity and Background

(a)    The reporting person (Reporting Person) is Novo A/S, a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the Foundation), a Danish commercial foundation. Novo A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundations assets, including its financial assets. Based on the governance structure of Novo A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo A/S. The name of each director and executive officer of both Novo A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

(b)    The business address of both Novo A/S and the Foundation is Tuborg Havnevej 19, 2900 Hellerup, Denmark. The residence or business address of each director and executive officer of both Novo A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

(c)    Novo A/S, a holding company that is responsible for managing the Foundations assets, provides seed and venture capital to development stage companies and invests in well-established companies within the life science and biotechnology sector. The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

(d)    Within the last five years, neither Novo A/S, the Foundation, nor any person named in Schedule I has been convicted in any criminal proceedings.

(e)    Within the last five years, neither Novo A/S, the Foundation, nor any person named in Schedule I 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 Amount of Funds or Other Consideration

Prior to the Issuers initial public offering (the IPO), the Reporting Person held Series B-1 and Series B-2 Preferred Stock (the Preferred Stock) of the Issuer as set forth under Column E in the table below. On October 31, 2016 (the IPO Closing Date), (i) the Preferred Stock automatically converted (after giving effect to a 1-for-7 reverse stock split effected by the Issuer on October 14, 2016) on a one-for-one basis for no additional consideration into 1,785,408 shares of Common Stock and (ii) the Reporting Person purchased 246,154 shares of Common Stock from the underwriters (the IPO Shares) pursuant to the provisions of the Underwriting Agreement among the Issuer and the several underwriters for the offering (the Underwriters), resulting in an aggregate of 2,031,562 shares of Common Stock as set forth under Column F.

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A		B				C				D				E				F
Type of Security		Date Acquired				Price per Share				Aggregate Purchase Price				Number of Shares Preferred Stock Acquired Prior to IPO (1)				Common Stock Held or Acquired on the IPO Closing Date (1)
Series B-1 Preferred Stock			July 2015			$	0.92667			$	5,999,999.21				924,970				924,970
Series B-2 Preferred Stock			June 2016			$	0.99617			$	5,999,999.65				860,438				860,438
Common Stock			October 31, 2016			$	13.00			$	3,200,002.00								246,154
Aggregate Held:															1,785,408				2,031,562

 

(1)	Reflects the 1-for-7 reverse stock split effected by the Issuer on October 14, 2016.

 

Item 4.

Purpose of Transaction

The acquisitions of Issuer securities made by Novo A/S, as described in this Schedule 13D, were for investment purposes. Novo A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Other than as described herein, Novo A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, Novo A/S may change its purpose or formulate different plans or proposals with respect thereto at any time. Peter Tuxen Bisgaard, a member of the board of directors of the Issuer, is employed as a Partner of Novo Ventures (US), Inc. Mr. Bisgaard is not deemed a beneficial owner of, and does not have a reportable pecuniary interest in, the Novo Shares (as defined below).

 

Item 5.

Interest in Securities of the Issuer

(a)    Novo A/S beneficially owns 2,031,562 shares of Common Stock (the Novo Shares), representing approximately 9.5% of the Issuers outstanding Common Stock, based upon 21,488,780 shares of Common Stock (assuming no exercise of the underwriters option to purchase additional shares of common stock) outstanding as of the Issuers initial public offering as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission on October 26, 2016.

(b)    Novo A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo A/S, through its Board of Directors (the Novo Board), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Peter Tuxen Bisgaard, a member of the board of directors of the Issuer, is employed as a Partner of Novo Ventures (US), Inc. Mr. Bisgaard is not deemed a beneficial owner of, and does not have a reportable pecuniary interest in, the Novo Shares. Except as described in this Schedule 13D, neither the Foundation nor any person listed on Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.

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(c)    Except as set forth in Item 3 of this Schedule 13D, Novo A/S has not effected any transactions in the Issuers Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuers Common Stock within the past 60 days.

(d)    Novo A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuers Common Stock held in the name of Novo A/S and reported herein.

(e)    Not applicable.

 

Item 6.

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

Amended and Restated Investors Rights Agreement

The Issuer, Novo A/S and certain other holders of the Issuers securities are party to that certain Amended and Restated Investors Rights Agreement dated as of July 10, 2015 (the Rights Agreement). The Rights Agreement grants to Novo A/S and the other parties thereto certain rights that include demand registration rights, piggyback registration rights and Form S-3 registration rights as more fully described in such agreement which will expire, with respect to any particular stockholder, upon the earlier of: (i) a Deemed Liquidation Event (as defined therein), (ii) five (5) years after the closing of the IPO or (iii) at such time following the Issuers IPO when a holder holds less than one percent (1%) of the outstanding securities of the Issuer and all Registrable Securities (as defined therein) of such holder may be sold without restriction pursuant to Rule 144 of the Securities Act of 1933, as amended, within a three (3) month period.

Lock-Up Agreement

Novo A/S entered into a letter agreement with the Issuer and the Underwriters, on August 17, 2016 (the Lock-Up Agreement). Pursuant to such agreement Novo A/S agrees, without the prior written consent of the Underwriters and subject to limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities for a period of 180 days after the date of the Underwriting Agreement among the Issuer and the Underwriters. The Lock-Up Agreement automatically terminates and shall be of no further force or effect following the expiration of the Lock-Up Period.

The descriptions contained in this Statement on Schedule 13D of the Rights Agreement and the Lock-Up Agreement are summaries only and are qualified in their entireties by the actual terms of each such agreement, which are incorporated herein by this reference. See Item 7 Material to be Filed as Exhibits.

Except for the Rights Agreement and the Lock-Up Agreement, neither Novo A/S, the Foundation, nor any person named in Schedule I has entered into any contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits.

Exhibit A: Amended and Restated Investors Rights Agreement (incorporated by reference to Exhibit 4.1 of Form S-1 Registration Statement of the Issuer filed with the Securities and Exchange Commission on September 30, 2016 (File No. 333-213917)).

Exhibit B: Lock-Up Agreement dated August 17, 2016 between Novo A/S and the Underwriters.

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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.

 

Dated: November 2, 2016						Novo A/S
						/s/ Thomas Dyrberg Thomas Dyrberg, Managing Partner-Ventures

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Schedule I

Information regarding each director and executive officer of both Novo A/S and the Novo Nordisk Foundation is set forth below.

 

Novo A/S
Name, Title at Novo A/S		Address		Principal Occupation		Citizenship
Sten Scheibye Chairman of the Board		Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark		Professional Board Director		Denmark
Göran Ando Director		Essex Woodlands Berkeley Square House Berkeley Square London, W1J 6BD United Kingdom		Self-employed Professional Board Director		Sweden
Jeppe Christiansen Director		Kollemose 37 2830 Virum Denmark		Chief Executive Officer Fondsmaeglerselskabet Maj Invest A/S		Denmark
Steen Riisgaard Director		Hestetangsvej 155 3520 Farum Denmark		Professional Board Director		Denmark
Per Wold-Olsen Director		T7B22 Favray Court Tigne Point TP01 Malta		Professional Board Director		Norway
Kasim Kutay Chief Executive Officer of Novo A/S		Bredgade 63, 3.th. 1260 Copenhagen K Denmark		Chief Executive Officer of Novo A/S		British
Peter Haahr Chief Financial Officer of Novo A/S		Ordrup Have 21 2900 Charlottenlund Denmark		Chief Financial Officer of Novo A/S		Denmark
Thomas Dyrberg Managing Partner-Ventures		Bengtasvej 9a 2900 Hellerup Denmark		Managing Partner-Ventures		Denmark
Michael Shalmi Managing Partner Large Investments		Stigårdsvej 4 2900 Hellerup Denmark		Head of Large Investments, Novo A/S		Denmark
Novo Nordisk Foundation
Name, Title at Novo Nordisk Foundation		Address		Principal Occupation		Citizenship
Sten Scheibye Chairman of the Board		Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark		Professional Board Director		Denmark
Bo Ahrén Director		Merkuriusgatan 11 S-224 57 Lund Sweden		Professor of Medicine and Vice Chancellor, Lund University Lund, Sweden		Sweden

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Novo Nordisk Foundation
Name, Title at Novo Nordisk Foundation		Address		Principal Occupation		Citizenship
Karsten Dybvad Director		Carl Baggers Alle 15 2920 Charlottenlund Denmark		Director General and Chief Executive Officer DI (Confederation of Danish Industry)		Denmark
Lars Fugger Director		Staunton Road 72 OX3 7TP Great Britain		Professor, John Radcliffe Hospital University of Oxford, Oxford, Great Britain		Denmark
Anne Marie Kverneland Director		Nybrovej 216 2800 Kgs. Lyngby Denmark		Laboratory Technician Novo Nordisk A/S		Denmark
Lars Bo Køppler Director		Anemonevej 7 3550 Slangerup Denmark		Technician Novozymes A/S		Denmark
Désirée J. Asgreen Director		Strandhaven 105 2665 Vallensbæk Strand Denmark		Project Director Novo Nordisk A/S		Denmark
Marianne Philip Director		Tranegårdsvej 5 2900 Hellerup Denmark		Attorney		Denmark
Steen Riisgaard Vice Chairman of the Board		Hestetangsvej 155 3520 Farum Denmark		Professional Board Director		Denmark
Birgitte Nauntofte Chief Executive Officer		Engbakkevej 24 2920 Charlottenlund Denmark		Chief Executive Officer Novo Nordisk Foundation		Denmark