Major Shareholding Notification • Aug 5, 2017
Major Shareholding Notification
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Washington, D.C. 20549
Under the Securities Exchange Act of 1934 (Amendment No. )*
(Name of Issuer)
Common Stock, par value \$0.01 per share (Title of Class of Securities)
81834Q104 (CUSIP Number)
Kate Inman General Counsel, Secretary OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 Telephone: (305) 575-4100 (Name, address and telephone number of person authorized to receive notices and communications)
July 28, 2017 (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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 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 the 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 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 | NAME OF REPORTING PERSONS |
|---|---|
| OPKO Health, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ (b) ☐ |
|
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) |
| or 2(e) | |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| 7 SOLE VOTING POWER | |
| NUMBER OF SHARES |
16,107,097* |
| BENEFICIALLY | 8 SHARED VOTING POWER |
| OWNED BY EACH |
0 |
| REPORTING | 9 SOLE DISPOSITIVE POWER |
| PERSON | 16,107,097* |
| WITH | 10 SHARED DISPOSITIVE POWER |
| 0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 16,107,097* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See |
| Instructions) | |
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 37.9% | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
* The 16,107,097 shares are comprised of (i) 10,517,016 shares of common stock, (ii) convertible promissory notes convertible within 60 days from the date hereof for an aggregate of 4,000,000 shares of common stock, (iii) Series C Preferred shares convertible into 1,250,007 shares of common stock, and (iv) warrants to purchase an aggregate of 340,074 shares of common stock which are exercisable within 60 days from the date hereof.
This statement on Schedule 13D relates to the common stock, \$0.01 par value per share (the "Shares"), of Sevion Therapeutics, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 10210 Campus Point Drive, Suite 150, San Diego, CA 92121.
On July 28, 2017, OPKO purchased 10,000,000 Shares reported herein for a per share purchase price of \$0.15, subject to the terms of a subscription agreement filed by the Issuer in a Form 8-K on August 3, 2017. The working capital of OPKO was the source of the funds for the purchase of all the Shares of the Issuer discussed above. No part of the purchase price paid by OPKO was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Shares described above.
The Shares were all acquired by OPKO for investment purposes. In addition, on May 31, 2017, the Issuer, Sevion Sub Ltd., an Israeli company ("Acquisition Sub"), which is a wholly-owned subsidiary of the Issuer, and Eloxx Pharmaceuticals Ltd., an Israeli company ("Eloxx"), entered into an Agreement (the "Agreement"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Agreement, Acquisition Sub will merge with and into Eloxx, with Eloxx becoming the surviving corporation and a wholly-owned subsidiary of the Issuer. One of the conditions precedent to the consummation of the transaction is the raising of cash investments in each of the Issuer and Eloxx. The Agreement was filed as an exhibit to the Issuer's Current Report on Form 8-K on June 6, 2017. The purchase of the Shares described herein are in connection with the Issuer's financing activities relating to the proposed merger.
Except for the transactions described in this Schedule 13D, OPKO does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.
None.
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: August 4, 2017 By: /s/ Kate Inman
Name: Kate Inman Title: General Counsel, Secretary
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