0001193125-13-355738.txt : 20130903 0001193125-13-355738.hdr.sgml : 20130902 20130903172234 ACCESSION NUMBER: 0001193125-13-355738 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130903 DATE AS OF CHANGE: 20130903 GROUP MEMBERS: QUAKER BIOVENTURES CAPITAL, L.P. GROUP MEMBERS: QUAKER BIOVENTURES CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Regado Biosciences Inc CENTRAL INDEX KEY: 0001311596 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030422069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87592 FILM NUMBER: 131075785 BUSINESS ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 00000 BUSINESS PHONE: 908.580.2111 MAIL ADDRESS: STREET 1: 120 MOUNTAIN VIEW BOULEVARD CITY: BASKING RIDGE STATE: NJ ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER BIO VENTURES LP CENTRAL INDEX KEY: 0001170144 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 GREENVILLE CROSSING STREET 2: 4005 KENNETT PIKE STE 220 CITY: GREENVILLE STATE: DE ZIP: 19807 SC 13G 1 d592943dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information To Be Included In Statements Filed Pursuant

To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed

Pursuant To § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Regado Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

75874Q107

(CUSIP Number)

August 22, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

 

* 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).

 

 

 

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 2 of 9 Pages

 

  1   

Names of reporting persons

 

Quaker BioVentures, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    5    

Sole voting power*

 

    0

   6   

Shared voting power

 

    1,294,021

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,294,021

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,294,021

10  

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row 9**

 

    6.3%

12  

Type of reporting person (see instructions)

 

    PN

 

* All ownership percentages reported herein are based on 20,381,521 shares of Common Stock outstanding as of August 22, 2013, as disclosed in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on August 22, 2013.

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 3 of 9 Pages

 

  1   

Names of reporting persons

 

Quaker BioVentures Capital, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    5    

Sole voting power*

 

    0

   6   

Shared voting power

 

    1,294,021

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,294,021

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,294,021

10  

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row 9**

 

    6.3%

12  

Type of reporting person (see instructions)

 

    PN

 

* All ownership percentages reported herein are based on 20,381,521 shares of Common Stock outstanding as of August 22, 2013, as disclosed in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on August 22, 2013.

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 4 of 9 Pages

 

  1   

Names of reporting persons

 

Quaker BioVentures Capital, LLC

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    5    

Sole voting power*

 

   6   

Shared voting power

 

    1,294,021

   7   

Sole dispositive power

 

   8   

Shared dispositive power

 

    1,294,021

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,294,021

10  

Check box if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row 9**

 

    6.3%

12  

Type of reporting person (see instructions)

 

    PN

 

* All ownership percentages reported herein are based on 20,381,521 shares of Common Stock outstanding as of August 22, 2013, as disclosed in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on August 22, 2013.

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 5 of 9 Pages

 

Item 1(a) Name of Issuer:

Regado Biosciences, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

120 Mountain View Boulevard

Basking Ridge, New Jersey 07920

 

Item 2(a) Name of Person Filing:

Quaker BioVentures, L.P.

Quaker BioVentures Capital, L.P.

Quaker BioVentures Capital, LLC

 

Item 2(b) Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is 2929 Arch Street, Cira Centre, Philadelphia, PA 19104-2868.

 

Item 2(c) Citizenship:

Quaker BioVentures, L.P. – Delaware

Quaker BioVentures Capital, L.P. – Delaware

Quaker BioVentures Capital, LLC – Delaware

 

Item 2(d) Title of Class of Securities:

Common Stock, $0.001 par value per share

 

Item 2(e) CUSIP Number:

75874Q107

 

Item 3 Not applicable.

 

Item 4 Ownership.***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

Quaker BioVentures, L.P. – 1,294,021

Quaker BioVentures Capital, L.P. – 1,294,021

Quaker BioVentures Capital, LLC –1,294,021

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 6 of 9 Pages

 

  (b) Percent of class:

Quaker BioVentures, L.P. – 6.3%

Quaker BioVentures Capital, L.P. – 6.3%

Quaker BioVentures Capital, LLC – 6.3%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote

Quaker BioVentures, L.P. – 0

Quaker BioVentures Capital, L.P. – 0

Quaker BioVentures Capital, LLC – 0

 

  (ii) Shared power to vote or to direct the vote

Quaker BioVentures, L.P. – 1,294,021

Quaker BioVentures Capital, L.P. – 1,294,021

Quaker BioVentures Capital, LLC – 1,294,021

 

  (iii) Sole power to dispose or to direct the disposition of

Quaker BioVentures, L.P. – 0

Quaker BioVentures Capital, L.P. – 0

Quaker BioVentures Capital, LLC – 0

 

  (iv) Shared power to dispose or to direct the disposition of

Quaker BioVentures, L.P. – 1,294,021

Quaker BioVentures Capital, L.P. – 1,294,021

Quaker BioVentures Capital, LLC – 1,294,021

 

*** Consists of (i) 1,294,021 shares deemed to be beneficially owned by Quaker BioVentures, L.P.; Quaker BioVentures Capital, L.P. is the general partner of Quaker BioVentures, L.P.; Quaker BioVentures Capital, LLC is the general partner of Quaker BioVentures Capital, L.P.

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 7 of 9 Pages

 

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ¨.

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8 Identification and Classification of Members of the Group.

Each of the Reporting Persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.

 

Item 9 Notice of Dissolution of Group.

Not applicable.

 

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

   SCHEDULE 13G   
CUSIP No. 75874Q107       Page 8 of 9 Pages

 

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.

Date: September 3, 2013

 

QUAKER BIOVENTURES, L.P.
By:   Quaker BioVentures Capital, L.P., its general partner
By:   Quaker BioVentures Capital, LLC, its general partner

/s/ P. Sherrill Neff

Name:   P. Sherrill Neff
Title:   Managing Member
QUAKER BIOVENTURES CAPITAL, L.P.
By:   Quaker BioVentures Capital, LLC, its general partner

/s/ P. Sherrill Neff

Name:   P. Sherrill Neff
Title:   Managing Member
QUAKER BIOVENTURES CAPITAL, LLC

/s/ P. Sherrill Neff

Name:   P. Sherrill Neff
Title:   Managing Member

   SCHEDULE 13G   
CUSIP No. 67059M100       Page 9 of 9 Pages

 

Exhibit 1

JOINT FILING AGREEMENT

Joint Filing Agreement, dated as of September 3, 2013, is by and among Quaker BioVentures, L.P., Quaker BioVentures Capital, L.P. and Quaker BioVentures Capital, LLC (the “Quaker Filers”).

Each of the Quaker Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.001 per share, of Regado Biosciences, Inc. beneficially owned by it from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the Quaker Filers hereby agree to be responsible for the timely filing of the Schedule 13G and any amendments thereto on behalf of the Quaker Filers, and for the completeness and accuracy of the information concerning itself contained therein. Each of the Quaker Filers hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Quaker Filers upon one week’s prior written notice or such lesser period of notice as the Quaker Filers may mutually agree.

Executed and delivered as of the date first above written.

 

QUAKER BIOVENTURES, L.P.
By:   Quaker BioVentures Capital, L.P., its general partner
By:   Quaker BioVentures Capital, LLC, its general partner

/s/ P. Sherrill Neff

Name:   P. Sherrill Neff
Title:   Managing Member
QUAKER BIOVENTURES CAPITAL, L.P.
By:   Quaker BioVentures Capital, LLC, its general partner

/s/ P. Sherrill Neff

Name:   P. Sherrill Neff
Title:   Managing Member
QUAKER BIOVENTURES CAPITAL, LLC

/s/ P. Sherrill Neff

Name:   P. Sherrill Neff
Title:   Managing Member