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1
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NAMES OF REPORTING PERSONS
Quaker BioVentures II, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
|
SEC USE ONLY
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|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
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8
|
SHARED VOTING POWER
7,830,706
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|
9
|
SOLE DISPOSITIVE POWER
0
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||
|
10
|
SHARED DISPOSITIVE POWER
7,830,706
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||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,830,706
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|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6% (1)
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|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
1
|
NAMES OF REPORTING PERSONS
Quaker BioVentures Capital II, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 ITEM 2(D) OR 2(E)
o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
7,830,706
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,830,706
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,830,706
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6% (1)
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
1
|
NAMES OF REPORTING PERSONS
Quaker BioVentures Capital II, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 ITEM 2(D) OR 2(E)
o
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
|
SHARED VOTING POWER
7,830,706
|
||
|
9
|
SOLE DISPOSITIVE POWER
0
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,830,706
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,830,706
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6% (1)
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby superseded and replaced to read in full as follows:
Quaker Bio II has acquired shares of Common Stock and other securities of the Issuer using its general working capital. Pursuant to the Securities Purchase Agreement, dated September 25, 2012, by and between the Issuer, Quaker Bio II and the other investors party thereto (the “Purchase Agreement”), Quaker Bio II purchased 2,500,000 Units from the Issuer (the “Units”), each consisting of one one-thousandth (1/1000th) of a share of Series A Preferred Stock of the Issuer (“Series A Stock”) and one (1) warrant to purchase one (1) share of the Common Stock (the “Warrant”), for an aggregate purchase price of $5,000,000 (and a per-Unit price of $2.00). Quaker Bio II paid the purchase price for Units that it acquired pursuant to the Purchase Agreement from its general working capital.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby superseded and replaced to read in full as follows:
The closing of the transactions contemplated by the Purchase Agreement has resulted occurred on October 23, 2012. Upon the closing, Quaker Bio II acquired 2,500,000 Units, which had the effect of increasing the Reporting Persons’ beneficial ownership to include:
(i) an additional 2,500,000 shares of Common Stock that may be acquired upon the conversion of 2,500 shares of Series A Stock. Prior to their conversion to Common Stock, such shares of
Series A Stock entitle the holder thereof to 1,152,000 votes on any matter subjected to a vote of shareholders generally, as well as with respect to matters affecting the rights of the Series A Stock; and
(ii) an additional 2,500,000 shares of Common Stock that may be acquired upon the exercise of the Warrants at an exercise price of $2.00 per share. Such Warrants will not be exercisable until April 23, 2013, but are deemed beneficially owned currently pursuant to Rule 13d-3(d)(1)(i).
Upon the closing, Quaker Bio II also acquired certain limited voting rights over an additional 5,301,500 shares as a result of having received irrevocable proxies empowering Quaker Bio II to vote, under certain circumstances, for the Reporting Persons’ designee to serve on the Issuer’s board of directors. Such proxies do not entitle the Reporting Persons to any other voting rights with respect to the covered shares and such proxies will terminate upon conversion of the covered shares of Series A Stock to Common Stock. Upon the closing, Quaker Bio II designated Richard Kollender to serve as a member of the Issuer’s board of directors.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and, depending on various factors, including, without limitation, the Issuer’s financial position, the price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of the Issuer’s capital stock as they deem appropriate, including, without limitation, purchasing shares of Common Stock; selling shares of Common Stock; converting shares of Series A Stock to Common Stock; taking any action to further change the composition of the Issuer’s board of directors, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby superseded and replaced to read in full as follows:
(a), (b) The aggregate number and percentage of shares of Common Stock owned by each Reporting Person are (i) based upon 14,763,801 shares of Common Stock outstanding, (ii) assume the conversion of all shares of Series A Stock into Common Stock; and (iii) assume the exercise of all warrants to purchase Common Stock owned by such Reporting Persons.
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 7,830,706 shares of Common Stock as a result of their beneficial ownership of (i) 2,793,182 shares of Common Stock; (ii) 37,524 shares of Common Stock that may be purchased upon the exercise of warrants that are exercisable within 60 days of the date of this report; (iii) 2,500,000 shares of Common Stock that are issuable upon conversion of 2,500 shares of Series A Stock held by the Reporting Persons; and (iv) 2,500,000 shares of Common Stock that may be purchase upon the exercise of warrants that are exercisable on or after April 23, 2012, but which shares of Common Stock are deemed to be beneficially owned currently by the Reporting Persons pursuant to Rule 13d-1(d)(1)(i). This aggregate number represents approximately 39.6% of the total shares of the Common Stock currently outstanding.
The Reporting Persons may be deemed to have shared power to vote and dispose of all 7,830,706 shares of Common Stock described above.
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Date: October 25, 2012
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QUAKER BIOVENTURES II, L.P.
By: Quaker BioVentures Capital II, L.P., its general partner
By: Quaker BioVentures Capital II, LLC, its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
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QUAKER BIOVENTURES CAPITAL II, L.P.
By: Quaker BioVentures Capital II, LLC, its general partner
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
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QUAKER BIOVENTURES CAPITAL II, LLC
/s/ Richard S. Kollender
Name: Richard S. Kollender
Title: Vice President
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