Oncothyreon Inc.
|
(Name of Issuer)
|
Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
682324108
|
(CUSIP Number)
|
May 13, 2015
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(Date of Event Which Requires Filing of this Statement)
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o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
|
NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
4,156,235 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
4,156,235 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,156,235 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
2,238,359 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
2,238,359 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,238,359 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%(1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Investment 10, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
624,519 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
624,519 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,519 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%(1)
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
MSI BVF SPV, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
1,208,917 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
1,208,917 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,208,917 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%(1)
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
(1)Excludes 827,755 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 1,580,000 shares of Common Stock issuable upon the exercise of certain Series C Convertible Preferred Stock, and 423,000 shares of Common Stock issuable upon the exercise of certain Series A Convertible Preferred Stock. See Item 4(a) for a full description of the Reporting Person’s beneficial ownership. Pursuant to the terms of the warrants, the Reporting Person may not acquire shares of common stock upon exercise of the warrants to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.999% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series C Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series C Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series A Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series A Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer.
|
1
|
NAME OF REPORTING PERSON
BVF Partners L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
9,561,363 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
9,561,363 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,561,363 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.999% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN, IA
|
(1)Includes 822,185 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 4,177,815 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 7,500,000 shares of Common Stock issuable upon the exercise of certain Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of certain Series B Convertible Preferred Stock and 2,500,000 shares of Common Stock issuable upon the exercise of certain Series A Convertible Preferred Stock. See Item 4(a) for a full description of the Reporting Person’s beneficial ownership. Pursuant to the terms of the warrants, the Reporting Person may not acquire shares of common stock upon exercise of the warrants to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.999% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series C Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series C Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series B Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series B Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series A Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series A Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer.
|
1
|
NAME OF REPORTING PERSON
BVF Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 shares
|
|
6
|
SHARED VOTING POWER
9,561,363 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
9,561,363 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,561,363 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.999% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN, IA
|
(1)Includes 822,185 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 4,177,815 shares of Common Stock issuable upon the exercise of certain warrants. Excludes 7,500,000 shares of Common Stock issuable upon the exercise of certain Series C Convertible Preferred Stock, 5,333,000 shares of Common Stock issuable upon the exercise of certain Series B Convertible Preferred Stock and 2,500,000 shares of Common Stock issuable upon the exercise of certain Series A Convertible Preferred Stock. See Item 4(a) for a full description of the Reporting Person’s beneficial ownership. Pursuant to the terms of the warrants, the Reporting Person may not acquire shares of common stock upon exercise of the warrants to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.999% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series C Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series C Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 9.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series B Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series B Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer. Pursuant to the terms of the Series A Convertible Preferred Stock, the Reporting Person may not acquire shares of common stock upon the exercise of the Series A Convertible Preferred Stock to the extent that, upon exercise, the number of shares of common stock beneficially owned by the Reporting Persons would exceed 4.99% of the issued and outstanding shares of common stock of the Issuer.
|
1
|
NAME OF REPORTING PERSON
Mark N. Lampert
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
9,561,363 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
9,561,363 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,561,363 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.999% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN, IA
|
Item 1(a).
|
Name of Issuer:
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Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing
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Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Item 2(c).
|
Citizenship
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
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(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
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(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
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(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
Item 4.
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Ownership
|
|
(a)
|
Amount beneficially owned:
|
|
(b)
|
Percent of class:
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
|
Notice of Dissolution of Group.
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Item 10.
|
Certifications.
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Dated: May 18, 2015
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BIOTECHNOLOGY VALUE FUND, L.P.
|
INVESTMENT 10, L.L.C.
|
|||
|
||||
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|||
By:
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/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
President
|
President
|
|||
|
||||
|
||||
BIOTECHNOLOGY VALUE FUND II, L.P.
|
MSI BVF SPV, LLC
|
|||
|
||||
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|||
By:
|
/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
President
|
President
|
|||
|
||||
BVF INC.
|
||||
|
||||
BVF PARTNERS L.P.
|
By:
|
/s/ Mark N. Lampert
|
||
Mark N. Lampert
|
||||
By:
|
BVF Inc., its general partner
|
President
|
||
|
||||
By:
|
/s/ Mark N. Lampert
|
|
||
Mark N. Lampert
|
/s/ Mark N. Lampert
|
|||
President
|
MARK N. LAMPERT
|