Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

 

 

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. [ ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

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 (“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).

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3.

 

The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is 18,362,883. The source of the funds used to purchase these shares was funds available to Pharmstandard International and affiliates thereof, including capital contributions from investors.

 

On June 15, 2017, Pharmstandard International entered into a Note Purchase Agreement with the Issuer (the “Note Purchase Agreement”) pursuant to which on June 21, 2017 the Issuer issued to Pharmstandard a convertible secured promissory note (the “Note”) in original principal amount of $6,000,000.  The Note bears interest at a rate of 9.5% per annum, which will compound annually on each anniversary of the Note’s issue date.  The Note matures on June 21, 2022.  Pharmstandard International may, at any time and from time to time, in its sole discretion, elect to convert all outstanding principal and any accrued but unpaid interest (the “Conversion Amount”) under the Note into shares of Common Stock at a conversion price of $0.50 per share.  The foregoing notwithstanding, Pharmstandard International is not entitled to convert the Conversion Amount into a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause (a) the aggregate number of shares of Common Stock beneficially owned by Pharmstandard International and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Pharmstandard International’s for purposes of Section 13(d) of the Exchange Act to exceed 39.9% of the total number of issued and outstanding shares of Common Stock of the Issuer (including for such purpose the shares of Common Stock issuable upon conversion of the Conversion Amount) following such conversion, or (b) the combined voting power of the securities of the Issuer beneficially owned by Pharmstandard and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Pharmstandard’s for purposes of Section 13(d) of the Exchange Act to exceed 39.9% of the combined voting power of all of the securities of the Issuer then outstanding following such conversion.

 

The descriptions of the Note Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement and the Note, which are filed as Exhibits 99.2 and 99.3, respectively, hereto.

 

Pharmstandard International purchased the Common Stock based on the belief that such securities, when purchased, represented an attractive investment opportunity. Although no Reporting Persons have any specific plan or proposal to acquire or dispose of the Common Stock, consistent with their investment purposes, each of the Reporting Persons at any time and from time to time may acquire additional Common Stock or dispose of any or all of their Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

 

As previously disclosed, on July 28, 2016, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering of 9,090,909 shares of the Company’s Common Stock (the “Shares”) and warrants to purchase up to an aggregate of 6,818,181 shares of Common Stock (the “Warrants,” and, together with the Shares, the “Securities”). The Shares and Warrants were sold in combination, with one Warrant to purchase up to 0.75 of a share of Common Stock accompanying each share of Common Stock sold. All of the Securities were sold by the Company. The offering price to the public was $5.50 per share of Common Stock and accompanying Warrant. The Underwriters agreed to purchase the Securities from the Company pursuant to the Underwriting Agreement at a price of $5.50 per Share of Common Stock and accompanying Warrant with respect to Securities being purchased by certain of the Company’s investors and at a price of $5.17 per Share and accompanying Warrant with respect to all other investors. The Warrants have an exercise price of $5.50 per share, are exercisable immediately upon initial issuance and will expire on August 2, 2021. Of the amount of Securities offered by the Company, Pharmstandard International purchased a total of 2,363,636 Shares and Warrants to purchase a total of 1,772,727 Shares. The offering of the Securities closed on August 2, 2016.

 

As previously disclosed, on March 4, 2016, Pharmstandard International and certain other investors entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company, pursuant to which the Company will issue and sell an aggregate of up to $60 million of the Company’s Shares and warrants to purchase shares of Common Stock (the “Warrant Shares”) in a private placement (the “Financing”). The Securities Purchase Agreement provided that the Financing would take place in up to three tranches. Under the Securities Purchase Agreement, at the initial closing, which occurred on March 14, 2016, the Company sold to investors an aggregate of 3,652,430 Shares and Warrant Shares to purchase a total of 2,739,323 shares of Common Stock (0.75 shares of Common Stock for each Share purchased), at a purchase price per Share and accompanying Warrant equal to $5.44375 (the “Purchase Price”). Of this amount, Pharmstandard International purchased a total of 1,785,534 Shares and Warrant Shares to purchase a total of 1,339,151 shares of Common Stock. The Warrant Shares have an exercise price of $5.35 per share, are immediately exercisable and will expire on the fifth anniversary of the date of issuance.

 

The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.

 

(a) The aggregate number of shares of Common Stock and the percentage of total outstanding Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of Common Stock are based upon 58,472,354 shares of Common Stock, which is comprised of (i) 41,351,750 shares of the Company’s Common Stock outstanding as of May 3, 2017, as reported in the Company’s Form 10-Q for the quarterly period ended March 31, 2017 and (ii) 12,000,000 shares of Common Stock issuable upon conversion of the Note issued to Pharmstandard on June 21, 2017 (see Item 4 above), 1,772,727 warrants issued to Pharmstandard International on August 2, 2016 (see Item 4 above), 2,008,726 warrants issued to Pharmstandard International on June 29, 2016 (see Item 4 above) and 1,339,151 warrants issued to Pharmstandard International on March 14, 2016 (see Item 4 above). Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 18,362,883 shares of Common Stock of the Company, representing approximately 39.9% of the outstanding Common Stock of the Company. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

 

Pharmstandard International beneficially owns 18,362,883 shares of Common Stock, which represents approximately 39.9% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

 

Pharmstandard, as the parent of Pharmstandard International, may be deemed to beneficially own an aggregate of 18,362,883 shares of Common Stock, which represents approximately 39.9% of the outstanding Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.

 

(b) The amount of Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).