a58255_sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
[Rule 13d-101]
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
 
(Amendment No. 1)*
 
Radius Health, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
750469 108
(CUSIP Number)
 
Morag Law
Devon House, 3rd Floor
12-15 Dartmouth Street
London SW1H 9BL
United Kingdom
 
Tel: (01144) 20 7654 5853
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 4, 2014
(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
 
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.
 
 
(Continued on following page)
 
 
* 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 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 ("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).

 
 
 
 
 
1
Names of Reporting Persons
F2 Bioscience III, L.P.
 
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
 o
   
(b)
 x
 
 
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)  o
 
 
6
Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
0 shares
 
8
Shared Voting Power
4,070,338(1)
 
9
Sole Dispositive Power
0 shares
 
10
Shared Dispositive Power
4,070,338(1)
 
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
4,070,338(1)
 
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
 
 
13
Percent of Class Represented by Amount in Row 11
10.1%(1)
 
 
14
Type of Reporting Person
PN
           
 
(1)     
The Reporting Person is party to certain agreements with the other Reporting Persons referenced in this Schedule 13D and with the Separately Filing Group Members (as defined in this Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of the Reporting Person’s shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in this Schedule 13D), comprised of the Reporting Persons and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
 
The percentage is calculated based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) (as defined in this Schedule 13D)) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement (as defined in this Schedule 13D) filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.  Because shares of Preferred Stock vote together with Common Stock on an as-converted basis, such percentage reflects the Reporting Persons’ voting percentage of the Issuer’s outstanding capital stock. If the percentage calculation was calculated in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares held by any of the Separately Filing Group Members (as defined below), as to which the Reporting Persons disclaim beneficial ownership, it would result in an applicable percentage of 82.2%.
 
 
 
 
 
 
1
Names of Reporting Persons
F2 Bioscience GP Ltd
 
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
 o
   
(b)
 x
 
 
3
SEC Use Only
 
 
4
Source of Funds
OO
 
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
 
6
Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
0 shares
 
8
Shared Voting Power
4,070,338(1)
 
9
Sole Dispositive Power
0 shares
 
10
Shared Dispositive Power
4,070,338(1)
 
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
4,070,338(1)
 
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
 
 
13
Percent of Class Represented by Amount in Row 11
10.1%(1)
 
 
14
Type of Reporting Person
OO
           
 
(1)     
Consists of 4,070,388 shares owned by F2 Bioscience III, L.P. (“F2”).  The Reporting Person is the General Partner of F2.  F2 is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of F2’s shares of Common Stock. As a result, F2 may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Separately Filing Group Members. Such group may be deemed to also include the Reporting Person based on its relationship with F2.  Except as noted, shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
 
The percentage is calculated based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) (as defined in this Schedule 13D)) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement (as defined in this Schedule 13D) filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.  Because shares of Preferred Stock vote together with Common Stock on an as-converted basis, such percentage reflects the Reporting Persons’ voting percentage of the Issuer’s outstanding capital stock. If the percentage calculation was calculated in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares held by any of the Separately Filing Group Members (as defined below), as to which the Reporting Persons disclaim beneficial ownership, it would result in an applicable percentage of 82.2%.
 
 
 
 
 
 
1
Names of Reporting Persons
Dr. Morana Jovan-Embricos
 
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
 o
   
(b)
 x
 
 
3
SEC Use Only
 
 
4
Source of Funds
OO
 
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
 
6
Citizenship or Place of Organization
United Kingdom
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
1,383,913 (1)
 
8
Shared Voting Power
6,919,563 (2)
 
9
Sole Dispositive Power
1,383,913 (1)
 
10
Shared Dispositive Power
6,919,563 (2)
 
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
8,303,476 (3)
 
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
 
 
13
Percent of Class Represented by Amount in Row 11
20.1%(3)
 
 
14
Type of Reporting Person
IN
           
 
(1)     
Consists of 1,383,913 shares owned by F2 Bio Ventures V, L.P. (“F2 V”).   The Reporting Person is the sole member of F2 Bio Ventures GP Ltd. (“F2 V GP”), the General Partner of F2 V.  F2 V is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of F2 V’s shares of Common Stock.  As a result, F2 V may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Separately Filing Group Members. Such group may be deemed to also include the Reporting Person based on its relationship with F2 V.  Except as noted, shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.

(2)     
Consists of (i) 2,849,225 shares owned by F2 Bioscience IV, L.P. (“F2 IV”), and (ii) 4,070,338 shares owned by F2.  The Reporting Person is a member of each F2 Bioscience IV GP Ltd. (“F2 IV GP”), the General Partner of F2 IV, and of F2 Bioscience GP Ltd, the General Partner of F2.    F2 and F2 IV are parties to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of each of F2 and F2 IV’s shares of Common Stock. As a result, F2 and F2 IV may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Separately Filing Group Members. Such group may be deemed to also include the Reporting Person based on its relationship with F2 or F2 IV.  Except as noted, shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.

(3)     
Consists of (i) 1,383,913 shares owned by F2 V, (ii) 2,849,225 shares owned by F2 IV, and (ii) 4,070,338 shares owned by F2.  The Reporting Person is a member of each of F2 Bioscience GP Ltd, the General Partner of F2, F2 IV GP, the General Partner of F2 IV, and F2 V GP, Ltd., the General Partner of F2 V.  Each of F2, F2 IV and F2 V is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of each of F2, F2 IV and F2 V’s shares of Common Stock.  As a result, each of F2, F2 IV and F2 V may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Separately Filing Group Members. Such group may be deemed to also include the Reporting Person based on its relationship with F2, F2 IV or F2 V.  Except as noted, shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
 
The percentage is calculated based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) (as defined in this Schedule 13D)) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement (as defined in this Schedule 13D) filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.  Because shares of Preferred Stock vote together with Common Stock on an as-converted basis, such percentage reflects the Reporting Persons’ voting percentage of the Issuer’s outstanding capital stock. If the percentage calculation was calculated in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares held by any of the Separately Filing Group Members (as defined below), as to which the Reporting Persons disclaim beneficial ownership, it would result in an applicable percentage of 20.1%.
 
 
 
 
 
 
1
Names of Reporting Persons
Katherine Priestley
 
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
 o
   
(b)
 x
 
 
3
SEC Use Only
 
 
4
Source of Funds
OO
 
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
 
6
Citizenship or Place of Organization
United Kingdom
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
0 shares
 
8
Shared Voting Power
6,919,563 (1)
 
9
Sole Dispositive Power
0 shares
 
10
Shared Dispositive Power
6,919,563 (1)
 
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
6,919,563 (1)
 
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
 
 
13
Percent of Class Represented by Amount in Row 11
16.9%(1)
 
 
14
Type of Reporting Person
IN
           
 
(1)     
Consists of (i) 2,849,225 shares owned by F2 IV, and (ii) 4,070,338 shares owned by F2.    The Reporting Person is a member of F2 Bioscience GP Ltd, the General Partner of F2, and a member of F2 IV GP, the General Partner of F2 IV.  Each of F2 and F2 IV is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of each of F2 and F2 IV’s shares of Common Stock.  As a result, each of F2 and F2 IV may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Separately Filing Group Members. Such group may be deemed to also include the Reporting Person based on its relationship with F2 or F2 IV.  Except as noted, shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
 
The percentage is calculated based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) (as defined in this Schedule 13D)) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement (as defined in this Schedule 13D) filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.  Because shares of Preferred Stock vote together with Common Stock on an as-converted basis, such percentage reflects the Reporting Persons’ voting percentage of the Issuer’s outstanding capital stock. If the percentage calculation was calculated in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares held by any of the Separately Filing Group Members (as defined below), as to which the Reporting Persons disclaim beneficial ownership, it would result in an applicable percentage of 88.7%.
 
 
 
 
 
 
1
Names of Reporting Persons
F2 Capital Limited
 
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
 o
   
(b)
 x
 
 
3
SEC Use Only
 
 
4
Source of Funds
OO
 
 
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
 
6
Citizenship or Place of Organization
British Virgin Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
0 shares
 
8
Shared Voting Power
8,303,476(1)
 
9
Sole Dispositive Power
0 shares
 
10
Shared Dispositive Power
8,303,476 (1)
 
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
8,303,476 (1)
 
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  o
 
 
13
Percent of Class Represented by Amount in Row 11
20.1%(1)
 
 
14
Type of Reporting Person
OO
           
 
(1)     
Consists of (i) 1,383,913 shares owned by F2 V (ii) 2,849,225 shares owned by F2 IV, and (iii) 4,070,338 shares owned by F2.    The Reporting Person provides investment advisory services to each of F2, F2 IV and F2 V.   Each of F2, F2 IV and F2 V is party to certain agreements with the Separately Filing Group Members, which agreements contain, among other things, certain voting agreements and limitations on the sale of each of F2 , F2 IV and F2 V’s shares of Common Stock.  As a result, each of F2, F2 IV and F2 V may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the Separately Filing Group Members. Such group may be deemed to also include the Reporting Person based on its relationship with F2, F2 IV or F2 V.  Except as noted, shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
 
The percentage is calculated based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) (as defined in this Schedule 13D)) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement (as defined in this Schedule 13D) filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.  Because shares of Preferred Stock vote together with Common Stock on an as-converted basis, such percentage reflects the Reporting Persons’ voting percentage of the Issuer’s outstanding capital stock. If the percentage calculation was calculated in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act, excluding shares held by any of the Separately Filing Group Members (as defined below), as to which the Reporting Persons disclaim beneficial ownership, it would result in an applicable percentage of 90.4%.
 
 
 
 
 
Schedule 13D (Amendment No. 1)
 
EXPLANATORY NOTE: This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the statement on Schedule 13D relating to shares of common stock, $0.0001 par value (the “Common Stock”) of Radius Health, Inc. (the “Issuer”), filed by the Reporting Persons with the Securities and Exchange Commission on May 3, 2013 (the “Existing Schedule 13D”).
 
Amendment No. 1 is filed to report a change in ownership of the outstanding shares of Common Stock of the Issuer held by the Reporting Persons and the issuance of shares of capital stock of the Issuer to a Separately Filing Group Member pursuant to a stock dividend (each as further described in Item 3 below).  Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Existing Schedule 13D.  Except as otherwise provided herein, each Item of the Existing Schedule 13D remains unchanged.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated in its entirety as follows:
 
Pursuant to an Agreement and Plan of Merger dated April 25, 2011 (the “Merger Agreement”), by and among the Issuer (under its former name of MPM Acquisition Corp.), RHI Merger Corp., a Delaware corporation and wholly owned subsidiary of the Issuer (“MergerCo”), and Radius Health, Inc., a Delaware corporation (the “Former Operating Company”), MergerCo merged with and into the Former Operating Company, with the Former Operating Company remaining as the surviving entity and a wholly-owned operating subsidiary of the Issuer. This transaction is referred to as the “Merger.” The Merger was effective as of May 17, 2011, upon the filing of a certificate of merger with the Delaware Secretary of State.  At the effective time of the Merger (the “Effective Time”), the legal existence of MergerCo ceased and all of the shares of the Former Operating Company’s common stock, par value $.01 per share (the “Former Operating Company Common Stock”), and shares of the Former Operating Company’s preferred stock, par value $.01 per share (the “Former Operating Company Preferred Stock”), that were outstanding immediately prior to the Merger were cancelled and each outstanding share of Former Operating Company Common Stock outstanding immediately prior to the Effective Time was automatically converted into the right to receive one share of the Issuer’s Common Stock, par value $.0001 per share (the “Common Stock”) and each outstanding share of Former Operating Company Preferred Stock outstanding immediately prior to the Effective Time was automatically converted into the right to receive one-tenth of one share of the Issuer’s Preferred Stock, par value $.0001 per share (the “Preferred Stock”) as consideration for the Merger.  Each share of the Preferred Stock was initially convertible at the time of issuance thereof into ten (10) shares of the Common Stock.
 
Pursuant to a Stock Issuance Agreement (as defined below), Nordic Bioscience Clinical Development VII A/S (“Nordic”) agreed, on March 29, 2011, to purchase the equivalent of €371,864 of Series A-5 Preferred Stock of the Former Operating Company at $8.142 per share, and the Former Operating Company sold 64,430 shares of its Series A-5 Preferred Stock to Nordic on May 17, 2011 for proceeds of $525,154.  These shares were exchanged in the Merger for an aggregate of 6,443 shares of the Issuer’s Series A-5 Stock.
 
Following the Merger on May 17, 2011, the Board approved a transaction pursuant to which the Former Operating Company merged with and into the Issuer, leaving the Issuer as the surviving corporation (the “Short-Form Merger”). In connection with the Short-Form Merger, the Issuer relinquished its corporate name and assumed in its place the name “Radius Health, Inc.” The Short-Form Merger and name change became effective on May 17, 2011, upon the filing of a Certificate of Ownership and Merger with the Delaware Secretary of State.
 

 

 
 
 

 
On November 18, 2011, pursuant to the terms of that certain Series A-1 Convertible Preferred Stock Purchase Agreement (as amended, the “Series A-1 Stock Purchase Agreement”), dated as of April 25, 2011, among the Issuer and the investors referenced therein (the “Investors”), the Issuer issued an aggregate of 263,178 shares (the “Stage II Series A-1 Shares”) of its Series A-1 Convertible Preferred Stock, par value $.0001 per share (the “Series A-1 Stock”), to the Investors.  Such shares were issued in connection with the consummation of the Stage II Closing contemplated by the Series A-1 Stock Purchase Agreement at a purchase price of $81.42 per share resulting in aggregate proceeds to the Issuer of $21,427,952.76.  On December 14, 2011, pursuant to the terms of the Stock Purchase Agreement, the Issuer issued an aggregate of 263,180 shares (the “Stage III Series A-1 Shares” and together with the Stage II Series A-1 Shares, the “Series A-1 Shares”) of its Series A-1 Stock, to the Investors.  Such shares were issued in connection with the consummation of the Stage III Closing contemplated by the Series A-1 Stock Purchase Agreement at a purchase price of $81.42 per share resulting in aggregate proceeds to the Issuer of $21,428,115.60.
 
On April 23, 2013 and May 10, 2013, pursuant to the terms of that certain Series B Convertible Preferred Stock and Warrant Purchase Agreement (the “Series B Stock Purchase Agreement”), dated as of April 23, 2013, among the Issuer and the investors referenced therein (the “Series B Investors”), the Issuer issued to the Series B Investors (i) an aggregate of 701,235 shares (the “Series B Shares”) of its Series B Convertible Preferred Stock, par value $.0001 per share, and (ii) warrants to purchase, for an initial exercise price of $6.142 per share, up to an aggregate of 1,753,091 shares of Common Stock (the “Warrants” and together with the Series B Shares, the “Series B Securities”).  Such Series B Securities were issued in connection with the consummation of the Initial Closing and the Second Closing contemplated by the Series B Stock Purchase Agreement in exchange for aggregate proceeds received by the Issuer of $43,069,853.70.  The issuance of the Series B Securities resulted in an adjustment to the conversion price (the “Initial Anti-Dilution Adjustment”) at which each share of the Issuer’s Series A-1 Stock, Series A-2 Convertible Preferred Stock par value $.0001 per share (the “Series A-2 Stock”), and Series A-3 Convertible Preferred Stock, par value $.0001 per share (the “Series A-3 Stock”), is convertible into shares of Common Stock.  As a result of the Initial Anti-Dilution Adjustment, the effective conversion price of each share of Series A-1 Stock, Series A-2 Stock and Series A-3 Stock was reduced from $8.142 to $7.627.  Accordingly, following the issuance of the Series B Securities, each share of Series A-1 Stock, Series A-2 Stock and Series A-3 Stock was convertible into 10.675 shares of Common Stock.
 
On December 31, 2013, the Board declared a dividend (the “Series A-6 Dividend”) of seventy-seven (77) shares of Series A-6 Stock on and in respect of each share of Series A-5 Stock outstanding at the close of business on such date, resulting in the issuance to Nordic on such date of 496,111 shares of Series A-6 Stock.  Each share of Series A-6 Stock is convertible into ten (10) shares of Common Stock.
 
On February 14, 2014, February 19, 2014 and February 24, 2014, pursuant to the terms of that certain Series B-2 Convertible Preferred Stock and Warrant Purchase Agreement (the “Series B-2 Stock Purchase Agreement”), dated as of February 14, 2014, among the Issuer and the investors referenced therein (the “Series B-2 Investors”), the Issuer issued to the Series B-2 Investors (i) an aggregate of 417,615 shares (the “Series B-2 Shares”) of its Series B-2 Convertible Preferred Stock, par value $.0001 per share, and (ii) warrants to purchase, for an initial exercise price of $6.142 per share, up to an aggregate of 1,044,039 shares of Common Stock (the “New Warrants” and together with the Series B-2 Shares, the “Series B-2 Securities”).  Such Series B-2 Securities were issued in connection with the consummation of the Initial Closing and a Subsequent Closing contemplated by the Series B-2 Stock Purchase Agreement in exchange for aggregate proceeds received by the Issuer of $25,649,913.30.  The issuance of the Series B-2 Securities resulted in a further adjustment to the conversion price (the “Subsequent Anti-Dilution Adjustment”) at which each share of the Issuer’s Series A-1 Stock, Series A-2 Stock and Series A-3 Stock is convertible into shares of Common Stock.  As a result of the Subsequent Anti-Dilution Adjustment, the effective conversion price of each share of Series A-1 Stock, Series A-2 Stock and Series A-3 Stock was reduced from $7.627 to $7.464.  Accordingly, following the issuance of the Series B-2 Securities, each share of Series A-1 Stock, Series A-2 Stock and Series A-3 Stock is convertible into 10.908 shares of Common Stock.
 

 

 
 
 

 
Following the Merger, the Short-Form Merger, the issuance of all Series A-1 Shares pursuant to the terms of the Series A-1 Stock Purchase Agreement, the issuance of all Series B Securities pursuant to the Series B Stock Purchase Agreement, the Series A-6 Dividend, the issuance of all Series B-2 Securities pursuant to the Series B-2 Stock Purchase Agreement and the Subsequent Anti-Dilution Adjustment, and assuming the conversion into Common Stock of all issued and outstanding shares of Preferred Stock of the Issuer, each of the Reporting Persons owns the shares noted next to the name of such Reporting Person in Schedule C attached hereto.
 
Item 4.  Purpose of Transaction
 
The first paragraph of Item 4 is hereby amended and restated in its entirety as follows:
 
Each of the Reporting Persons acquired the shares indicated next to the name of such Reporting Person in Schedule C for investment purposes.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, any or all of the Reporting Persons may dispose of or acquire additional shares of the Issuer in compliance with applicable law.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety as follows:
 
 
(a)
Aggregate number of securities beneficially owned by each Reporting Person disclosed in Item 2: See Line 11 of the cover sheets.
 
 
Percent of Class:  See Line 13 of the cover sheets.  The percentages set forth on the cover sheets for each Reporting Person are calculated based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.
 
 
 
(b)
Regarding the number of shares as to which such person has:
 
 
 
(i)
sole power to vote or to direct the vote:
 
 
See Line 7 of cover sheets.
 

 

 
 
 

 
 
(ii)
shared power to vote or to direct the vote:
 
 
See Line 8 of cover sheets.
 
 
(iii)
sole power to dispose or to direct the disposition:
 
 
See Line 9 of cover sheets.
 
 
(iv)
shared power to dispose or to direct the disposition:
 
 
See Line 10 of cover sheets.
 
Schedule B attached to this Amendment No. 1 sets forth, as of the date hereof, the number of shares owned on an as-converted basis and the percentage of shares as calculated (a) based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement (as defined in this Schedule 13D) filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately, and (b) in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act. All information with respect to the Separately Filing Group Members is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members or on information provided separately to the Reporting Persons by the Issuer.
 
 
(c)
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
 
 
 
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
 
 
 
(e)
Not Applicable.
 
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 is hereby amended and restated in its entirety as follows:
 
F2 is a party to the Fourth Amended and Restated Stockholders’ Agreement, dated as of February 14, 2014, by and among the Issuer and the stockholders party thereto, which is attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2014 and incorporated by reference herein.
 
Item 7.  Material to be Filed as Exhibits
 
Item 7 of the Existing Schedule 13D is amended and supplemented as follows:
 
Exhibit
Number
  
Description
5
  
Fourth Amended and Restated Stockholders’ Agreement, dated as of February 14, 2013, by and among the Issuer and the stockholders party thereto.****


**** Incorporated by reference from the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2014.
 
 
 

 
 
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: March 4, 2014
  
   
   
  F2 BIOSCIENCE III, L.P.
     By: F2 Bioscience GP Ltd,
       its general partner
   
 
By:
 /s/ Morag Law as Attorney in Fact under Power of Attorney 
   
Name: Morag Law
   
Title: Authorised Signatory
 
Signature Page to Amendment No. 1 to 13D
 

 

 
 
 

 
F2 BIOSCIENCE GP LTD
   
   
 
By:
 /s/ Morag Law as Attorney in Fact under Power of Attorney 
   
Name: Morag Law
   
Title: Authorised Signatory
 
Signature Page to Amendment No. 1 to 13D
 

 

 
 
 

 
 
/s/ Dr. Morana Jovan-Embiricos
 
Dr. Morana Jovan-Embiricos
 
Signature Page to Amendment No. 1 to 13D
 

 

 
 
 

 
  /s/ Katherine Priestley
 
Katherine Priestley
 
Signature Page to Amendment No. 1 to 13D
 

 

 
 
 

 
F2 CAPITAL LIMITED
   
   
 
By:
 /s/ Morag Law as Attorney in Fact under Power of Attorney 
    Name: Morag Law,
    Title:   Authorised Signatory
 
Signature Page to Amendment No. 1 to 13D
 

 

 
 
 

 
Schedule B
 

 
Certain Information Regarding the Separately Filing Group Members(1)
 
Separately Filing Group Member(2)
  
Outstanding
Shares
(as converted)
    
Voting % of Outstanding
Shares
    
Beneficial
Ownership
  
F2 Bioscience III, L.P.
     3,256,270       8.2 %     82.2 %
F2 Bioscience IV L.P.
     2,279,380       5.7 %     76.4 %
F2 Bio Ventures V L.P.
     1,107,130       2.8 %     61.1 %
MPM Bioventures III, L.P.
     381,279       1.0 %     30.9 %
MPM Bioventures III-QP, L.P.
     5,670,881       14.3 %     87.0 %
MPM Bioventures III GMBH & Co. Beteiligungs KG
     479,246       1.2 %     36.0 %
MPM Bioventures III Parallel Fund, L.P.
     171,219       0.4 %     16.8 %
MPM Asset Management Investors 2003 BVIII LLC
     109,756       0.3 %     11.4 %
MPM Bio IV NVS Strategic Fund, L.P.
     3,975,568       10.0 %     82.5 %
The Wellcome Trust Limited, as Trustee of the Wellcome Trust
     3,129,509       7.9 %     78.1 %
HealthCare Ventures VII, L.P.
     2,492,702       6.3 %     75.8 %
OBP IV — Holdings LLC
     2,003,242       5.1 %     69.9 %
mRNA II - Holdings LLC
     20,069       0.1 %     2.2 %
Healthcare Private Equity Limited Partnership
     834,511       2.1 %     48.7 %
Biotech Growth N.V.
     2,967,894       7.5 %     79.3 %
Ipsen Pharma SAS
     188,998       0.5 %     17.7 %
Brookside Capital Partners Fund, L.P.
     2,153,834       5.4 %     72.8 %
Nordic Bioscience Clinical Development VII A/S
     5,025,540       12.7 %     85.1 %
Julianne Glowacki PhD
     93       0.0 %     0.0 %
Raymond F. Schinazi
     63,934       0.2 %     7.4 %
David E. Thompson Revocable Trust
     22,604       0.1 %     2.5 %
Hostetler Family Trust UTD 3/18/92, Karl Y. Hostetler and Margaretha Hostetler, Co-Trustees
     8,195       0.0 %     0.9 %
H. Watt Gregory III
     15,280       0.0 %     1.7 %*
The Richman Trust Dated 2/6/83, Douglas D. Richman, Co-Trustee and Eva A. Richman, Co-Trustee
     8,177       0.0 %     0.9 %
The Breining Family Trust Dated August 15, 2003
     4,659       0.0 %     0.5 %
Dennis A. Carson
     533       0.0 %     0.1 %
The Jonnie K. Westbrook Revocable Trust, Dated March 17, 2000, Jonnie K. Westbrook, Trustee
     363       0.0 %     0.0 %
 
(1)All references to the number of shares outstanding are based upon 39,659,648 shares of outstanding Common Stock being deemed issued and outstanding, which consists of: (i) 879,370 shares of Common Stock that are issued and outstanding and (ii) an aggregate of 38,780,278 shares of Common Stock issuable upon conversion of all shares of Preferred Stock (after giving effect to the Subsequent Anti-Dilution Adjustment) that are issued and outstanding, as disclosed in the Issuer’s Annual Report on Form 10-K, filed with the SEC on February 26, 2014, in the Series B-2 Stock Purchase Agreement filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the SEC on February 21, 2014, and as disclosed to the Reporting Persons by the Issuer separately.  Because each stockholder of the Issuer is a party to certain agreements with the other stockholders of the Issuer, which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock, each stockholder of the Issuer may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in this Schedule 13D).  Shares listed as beneficially owned in this table exclude shares held by any Reporting Persons or by any of the other Separately Filing Group Members, in each case as to which the Reporting Persons disclaim beneficial ownership.
 
(2) See the Schedule 13D (or an amendment thereto to the extent any material change in the facts set forth in any Schedule 13D previously filed by any Separately Filing Group Member has occurred) filed, or that the Reporting Persons anticipate will be filed, separately by each Separately Filing Group Member, which includes, or will include, information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
 
 
 
 

 
                   
Stavros C. Manolagas
     91,040       0.2 %     10.4 %
Michael Rosenblatt MD
     44,803       0.1 %     5.1 %
Patricia E. Rosenblatt
     43,028       0.1 %     4.9 %
Dr. John Potts, Jr and Susanne K. Potts Irrevocable Trust for Stephan K. Potts dated 6-15-05
     20,291       0.1 %     4.8 %
John Thomas Potts MD
     48,942       0.1 %     5.6 %**
John A. Katzenellenbogen Trust Under Agreement Dated August 2, 1999
     40,438       0.1 %     4.6 %
John A. Katzenellenbogen PhD
     15,627       0.0 %     1.8 %
Bart Henderson
     30,468       0.1 %     3.5 %
Board of Trustees of the University of Arkansas
     17,333       0.0 %     2.0 %
Benjamin C. Lane
     8,125       0.0 %     0.9 %
Ruff Trust, F. Bronson Van Wyck, Trustee
     5,487       0.0 %     0.6 %
H2 Enterprises, LLC
     5,124       0.0 %     0.6 %
Stavroula Kousteni PhD
     421       0.0 %     0.0 %
Robert L. Jilka PhD
     572       0.0 %     0.1 %
Robert S. Weinstein MD
     421       0.0 %     0.0 %
Teresita M. Bellido PhD
     234       0.0 %     0.0 %
Dotty Paquin
     891       0.0 %     0.1 %
Thomas E. Sparks Jr.
     883       0.0 %     0.1 %
Samuel Ho
     833       0.0 %     0.1 %
Charles O’Brien PhD
     140       0.0 %     0.0 %
Alwyn Michael Parfitt MD
     280       0.0 %     0.0 %
Barnett Pitzele
     266       0.0 %     0.0 %
Benita S. Katzenellenbogen PhD
     187       0.0 %     0.0 %
Kelly Colbourn
     102       0.0 %     0.0 %
Socrates E. Papapoulos MD
     93       0.0 %     0.0 %
Tonya D. Goss
     66       0.0 %     0.0 %
The Kent C. Westbrook Revocable Trust, Dated March 17, 2000, Kent C. Westbrook, Trustee
     46       0.0 %     0.0 %
Maysoun Shomali
     2,383       0.0 %     0.3 %
Jonathan Guerriero
     14,666       0.0 %     1.7 %
E. Kelly Sullivan
     937       0.0 %     0.1 %
Cecil Richard Lyttle
     66,666       0.2 %     47.9 %***
Louis O’Dea
     193,087       0.5 %     22.0 %
Brian Nicholas Harvey
     30,000       0.1 %     21.6 %****
Christopher Miller
     63,853       0.2 %     7.3 %
Christopher K. Glass, M.D.
     1,332       0.0 %     0.2 %
Maria Grunwald
     13,634       0.0 %     1.6 %
Kathleen Welch
     9,050       0.0 %     1.0 %
 
* Calculation of beneficial ownership percentage includes 5,124 shares of Common Stock held by H2 Enterprises, LLC, a company with which the Reporting Person is affiliated.
 
** Calculation of beneficial ownership percentage includes 23,048 options to purchase Common Stock anticipated to be exercisable within 60 days of February 19, 2014.
 
*** Calculation of beneficial ownership percentage includes 680,317 options to purchase Common Stock anticipated to be exercisable within 60 days of February 19, 2014.
 
**** Calculation of beneficial ownership percentage includes 203,432 options to purchase Common Stock anticipated to be exercisable within 60 days of February 19, 2014.

 
 
 

 
Schedule C
 
Share Ownership of the Reporting Persons
 
NAME
  
SHARE OWNERSHIP
F2 Bioscience III, L.P.
  
4,070,338 shares of Common Stock, which are issuable to this Reporting Person upon the conversion of 325,627 shares of Issuer Series B Preferred Stock and a warrant to purchase 814,068 shares of Issuer Common Stock
F2 Bioscience GP Ltd
  
4,070,338 shares of Common Stock, consisting of the shares owned by F2 Bioscience III, L.P.
Dr. Morana Jovan Embiricos
  
8,303,476 shares of Common Stock, consisting of (i) 2,849,225 shares owned by F2 Bioscience IV L.P., (ii) 1,383,913 shares owned by F2 Bio Ventures V L.P., and (iii) 4,070,338 shares owned by F2 Bioscience III, L.P.
Katherine Priestley
  
6,919,563 shares of Common Stock, consisting of (i) 2,849,225 shares owned by F2 Bioscience IV L.P., and (ii) 4,070,338 shares owned by F2 Bioscience III, L.P.
F2 Capital Limited
  
8,303,476 shares of Common Stock, consisting of (i) 2,849,225 shares owned by F2 Bioscience IV L.P., (ii) 1,383,913 shares owned by F2 Bio Ventures V L.P., and (iii) 4,070,338 shares owned by F2 Bioscience III, L.P.