HedgePath Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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42278K 102
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(CUSIP Number)
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Kate Rintoul
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Level 14, 474 Flinders Street
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Melbourne, Victoria 3000
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Australia
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61 3 8614 7711
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 15, 2015
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(Date of Event which Requires Filing of this Statement)
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1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mayne
Pharma Ventures Pty Ltd
I.R.S.
Identification No. 98-1181089 |
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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)
OO
(1) |
|||
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o |
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6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE
VOTING POWER
164,761,132 (1)(2) | ||
8. |
SHARED
VOTING POWER
-0- | |||
9. |
SOLE
DISPOSITIVE POWER
164,761,132
(1)(2) | |||
10. |
SHARED
DISPOSITIVE POWER
-0- |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,761,132
(1)(2) |
|||
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)
57.1%
(1)(2)(3) |
|||
14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
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1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mayne
Pharma International Pty Ltd
I.R.S.
Identification No. 98-1181817 |
|||
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)
OO
(1) |
|||
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o |
|||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE
VOTING POWER
164,761,132
(1)(2)(3) | ||
8. |
SHARED
VOTING POWER
-0- | |||
9. |
SOLE
DISPOSITIVE POWER
164,761,132
(1)(2)(3) | |||
10. |
SHARED
DISPOSITIVE POWER
-0- |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,761,132
(1)(2)(3) |
|||
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)
57.1%
(1)(2)(3)(4) |
|||
14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
|||
(1)
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On May 15, 2015, HedgePath Pharmaceuticals, Inc. (the “Issuer”) and Mayne Pharma Ventures Pty Ltd, an Australian company ACN 168 896 357 (“Mayne Pharma Ventures”), along with Nicholas J. Virca, the Issuer’s President and Chief Executive Officer, Frank O’Donnell, Jr., M.D., the Issuer’s Executive Chairman (“O’Donnell”) and Hedgepath, LLC, a Florida limited liability company and the majority stockholder of the Issuer which is controlled by Black Robe Capital LLC, of which O’Donnell is the manager (collectively, the “Parties”), consummated a series of related transactions in order to obtain equity financing for the Issuer from Mayne Pharma Ventures and to remedy certain breaches by the Issuer related to the transactions previously consummated by the Parties on June 24, 2014, including certain provisions of the Equity Holders Agreement, dated June 24, 2014, by and between the Parties (the “Equity Holders Agreement”) which governs certain rights and obligations of each of the Parties as they pertain to the Issuer’s securities and the present and future governance of the Issuer. As part of these transactions, the Issuer and Mayne Pharma Ventures entered into a Securities Purchase Agreement (the “2015 Purchase Agreement”) pursuant to which the Issuer issued (i) 33,333,333 shares (“Shares” and each a “Share”) of common stock, par value $0.0001 per share (“Common Stock”), and (ii) a warrant to purchase 33,333,333 shares of Common Stock (the “2015 Warrant”) for an aggregate purchase price of $2,500,000, or $0.075 per Share. The transactions contemplated by the 2015 Purchase Agreement formally closed on May 18, 2015. Refer to Item 3 below for a more detailed description of the transactions.
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(2)
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Assumes the full exercise of the 2015 Warrant and a warrant to purchase 10,250,569 shares of Common Stock issued by the Issuer to Mayne Pharma Ventures on June 24, 2014 (the “2014 Warrant”), in which case Mayne Pharma Ventures would hold 164,761,132 shares of Common Stock, constituting approximately 57.1% of the equity securities of the Issuer.
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(3)
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The reported securities are owned directly by Mayne Pharma Ventures. Mayne International Pty Ltd, an Australian company ACN 007 870 984 (“Mayne International”), holds 100% of the equity securities of Mayne Pharma Ventures. Mayne Pharma Group Ltd, an Australian company ACN 115 832 963 (“Mayne Group”), holds 100% of the equity securities of Mayne International. Accordingly, Mayne International and Mayne Group may be deemed indirect beneficial owners of the reported securities held by Mayne Pharma Ventures.
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(4)
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Based on 288,337,172 shares of common stock outstanding. This figure includes 211,419,937 shares of the Issuer’s Common Stock that were reported as issued and outstanding on the cover page to the Issuer’s most recent Form 10-K plus the 33,333,333 Shares issued to Mayne Pharma Ventures in connection with the 2015 Purchase Agreement and the 43,583,902 shares of the Issuer’s Common Stock that would be outstanding assuming the full exercise of the 2015 Warrant and the 2014 Warrant.
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1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mayne
Pharma Group Ltd
I.R.S.
Identification No. 98-1074924 |
|||
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)
OO
(1) |
|||
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o |
|||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE
VOTING POWER
164,761,132
(1)(2)(3) | ||
8. |
SHARED
VOTING POWER
-0- | |||
9. |
SOLE
DISPOSITIVE POWER
164,761,132
(1)(2)(3) | |||
10. |
SHARED
DISPOSITIVE POWER
-0- |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,761,132
(1)(2)(3) |
|||
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)
57.1%
(1)(2)(3)(4) |
|||
14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
|||
(1)
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On May 15, 2015, HedgePath Pharmaceuticals, Inc. (the “Issuer”) and Mayne Pharma Ventures Pty Ltd, an Australian company ACN 168 896 357 (“Mayne Pharma Ventures”), along with Nicholas J. Virca, the Issuer’s President and Chief Executive Officer, Frank O’Donnell, Jr., M.D., the Issuer’s Executive Chairman (“O’Donnell”) and Hedgepath, LLC, a Florida limited liability company and the majority stockholder of the Issuer which is controlled by Black Robe Capital LLC, of which O’Donnell is the manager (collectively, the “Parties”), consummated a series of related transactions in order to obtain equity financing for the Issuer from Mayne Pharma Ventures and to remedy certain breaches by the Issuer related to the transactions previously consummated by the Parties on June 24, 2014, including certain provisions of the Equity Holders Agreement, dated June 24, 2014, by and between the Parties (the “Equity Holders Agreement”) which governs certain rights and obligations of each of the Parties as they pertain to the Issuer’s securities and the present and future governance of the Issuer. As part of these transactions, the Issuer and Mayne Pharma Ventures entered into a Securities Purchase Agreement (the “2015 Purchase Agreement”) pursuant to which the Issuer issued (i) 33,333,333 shares (“Shares” and each a “Share”) of common stock, par value $0.0001 per share (“Common Stock”), and (ii) a warrant to purchase 33,333,333 shares of Common Stock (the “2015 Warrant”) for an aggregate purchase price of $2,500,000, or $0.075 per Share. The transactions contemplated by the 2015 Purchase Agreement formally closed on May 18, 2015. Refer to Item 3 below for a more detailed description of the transactions.
|
(2)
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Assumes the full exercise of the 2015 Warrant and a warrant to purchase 10,250,569 shares of Common Stock issued by the Issuer to Mayne Pharma Ventures on June 24, 2014 (the “2014 Warrant”), in which case Mayne Pharma Ventures would hold 164,761,132 shares of Common Stock, constituting approximately 57.1% of the equity securities of the Issuer.
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(3)
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The reported securities are owned directly by Mayne Pharma Ventures. Mayne International Pty Ltd, an Australian company ACN 007 870 984 (“Mayne International”), holds 100% of the equity securities of Mayne Pharma Ventures. Mayne Pharma Group Ltd, an Australian company ACN 115 832 963 (“Mayne Group”), holds 100% of the equity securities of Mayne International. Accordingly, Mayne International and Mayne Group may be deemed indirect beneficial owners of the reported securities held by Mayne Pharma Ventures.
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(4)
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Based on 288,337,172 shares of common stock outstanding. This figure includes 211,419,937 shares of the Issuer’s Common Stock that were reported as issued and outstanding on the cover page to the Issuer’s most recent Form 10-K plus the 33,333,333 Shares issued to Mayne Pharma Ventures in connection with the 2015 Purchase Agreement and the 43,583,902 shares of the Issuer’s Common Stock that would be outstanding assuming the full exercise of the 2015 Warrant and the 2014 Warrant.
|
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●
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Mayne Pharma Ventures and HPLLC each confirmed their prior agreement under the Equity Holders Agreement to not offer, pledge, sell, contract to sell, swap or enter into any other transfer arrangement with respect to any of their Issuer securities until June 24, 2015 (the “Lock-Up Period”) without the prior written consent of the other Parties, except for in limited circumstances as described in the A&R Equity Holders Agreement;
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●
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Mayne Pharma Ventures, HPLLC, Virca and O’Donnell each confirmed their prior agreement under the Equity Holders Agreement that, during the Lock-Up Period, none of them will own greater than 49.5% of the Common Stock on a fully-diluted basis, except that Mayne Pharma Ventures is permitted to own greater than 49.5% of the Common Stock on a fully-diluted basis, but only as a result of its ownership of the Shares and the 2015 Warrant, it being understood that Mayne Pharma Ventures will not exercise the 2015 Warrant until after the Lock-up Period;
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●
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Mayne Pharma Ventures agreed that while the A&R Equity Holders Agreement remains in effect, Mayne Pharma Ventures will not act in concert as part of a “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, a “Group”) with any other person or persons to own or control more than fifty percent (50%) of the outstanding Common Stock;
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●
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Mayne Pharma Ventures and its affiliates (the “Mayne Pharma Group”) and HPLLC and its affiliates (the “HPLLC Group”) will be afforded a right of first refusal to purchase a pro rata share of any new securities issued by the Issuer (except for certain exempt issuances as described in the A&R Equity Holders Agreement), such pro rata share to be determined based upon the number of shares of Common Stock held by the Mayne Pharma Group or the HPLLC Group, as applicable, on a fully diluted basis, as compared to the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the offering of the new securities;
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●
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Mayne Pharma Ventures will continue to be afforded the right (as provided for in the Equity Holders Agreement) until June 24, 2016 to introduce accredited investors to the Issuer to participate in a private offering of the Issuer’s securities (with some exceptions as described in the A&R Equity Holders Agreement). In the event that the Issuer contemplates a private offering of its securities, such accredited investors introduced by Mayne Pharma Ventures have the right to participate in up to 50% of the private offering;
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●
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Virca confirmed his agreement (as provided for in the Equity Holders Agreement) to a restriction on transfers of his equity securities of the Issuer until the earlier of: (i) September 3, 2016, (ii) the receipt of written notice of acceptance for the filing of a new drug application (an “NDA”) by the Issuer for its current product candidate, SUBA-Itraconazole (the “Product”), for the treatment of human patients with cancer via oral administration (the “Field”) by the relevant regulatory authority, or, (iii) to the extent provided in an applicable award agreement, upon his death or disability;
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●
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O’Donnell and the Issuer agree that O’Donnell is not entitled to receive any grant or award of any equity securities under the Issuer’s 2014 equity incentive plan (the “EIP”) or otherwise until the Performance Goal Date (as defined below);
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●
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For as long as either HPLLC or Mayne Pharma Ventures own more than forty percent (40%) of the Issuer’s outstanding Common Stock on a fully-diluted basis, without the approval of either or both of HPLLC and Mayne Pharma Ventures, as applicable, the Issuer shall not increase the number of shares authorized under the EIP, amend the EIP, adopt a new stock grant plan or issue, grant or award more than 5,000,000 shares of Common Stock under the EIP in the aggregate (in addition to previous EIP grants);
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●
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The Parties agree that all awards included in the initial issuance of securities from the EIP are subject to restriction on exercise until the earlier of: (i) September 3, 2016 and (ii) the receipt of written notice of acceptance for the filing of an NDA by the Issuer for the Product in the Field by the relevant regulatory authority, provided that any awards granted after the initial issuance of securities from the EIP in accordance with the A&R Equity Holders Agreement are not subject to this restriction (unless the Board otherwise approves);
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●
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Mayne Pharma Ventures shall continue to have the the right to designate one director to the Issuer’s Board of Directors (the “Board”), currently Mr. Stefan J. Cross, and to designate a second director if the size of the Board is increased to seven directors until the earlier to occur of: (i) the date that the Second A&R Supply Agreement is terminated or expires, or (ii) the date on which the Mayne Pharma Group ceases to own ten percent (10%) or more of the issued and outstanding Common Stock (the “Voting Rights Termination Date”);
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●
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The Parties agree that, for as long as Mayne Pharma Ventures has the right to designate a director to the Board, all of the Parties will vote their shares in favor of appointing the Mayne Pharma Ventures candidate to the Board. In the event that Mayne Pharma Ventures is required to take action in its capacity as a stockholder to enforce its right to designate a director of the Board, the Issuer agrees to take all necessary actions to call a special meeting in accordance with the Second A&R Bylaws (defined below) for the election of such director;
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●
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The Parties agree not to increase or decrease the size of the Board except with the unanimous consent of the Board until the Voting Rights Termination Date;
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●
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Until the Voting Rights Termination Date, the Parties agree that any replacement or removal of Virca requires the unanimous approval of the Board and any replacement or removal of O’Donnell requires the approval of all of the members of the Board except for O’Donnell. Notwithstanding the foregoing, Virca and O’Donnell may be removed without unanimous approval of the Board upon the occurrence of the Majority Holder Condition (defined below), Failure Condition (defined below) or Material Breach Condition (defined below);
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●
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The Parties agree to use diligent good faith efforts to ensure that the Board continues to consist of a majority of “Independent Directors” (as defined in the A&R Equity Holders Agreement) until such time as (i) a single stockholder (not acting as part of a Group) of the Issuer owns greater than ninety percent (90%) of the Issuer’s Common Stock or (ii) only for so long as Mayne Pharma Ventures holds at least forty percent (40%) of the Issuer’s outstanding Common Stock, there is a material breach of any document relating to the May 2015 Transactions other than by Mayne Pharma Ventures, excluding the occurrence of a the Failure Condition, and Mayne Pharma Ventures has not otherwise nominated, designated, elected or appointed a majority of the directors on the Board (the “Material Breach Condition”);
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●
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The Parties agree to vote for the Board in its current composition (unless mutually agreed upon by Mayne Pharma Ventures and HPLLC) until such time as (i) either Mayne Pharma Ventures or HPLLC, alone, and not in concert as part of a Group, own a majority of the shares of the Issuer’s outstanding Common Stock (the “Majority Holder Condition”), (ii) 150 days after the Performance Goal (as defined below) is not satisfied (the “Failure Condition”) and (iii) upon the occurrence of a Material Breach Condition. Upon the occurrence of the Majority Holder Condition or Failure Condition, the majority holder or Mayne Pharma, respectively, may remove any current director and appoint a new director as long as the Board continues to consist of a majority of Independent Directors. Upon the occurrence of the Material Breach Condition, the requirement that the Board consist of a majority of Independent Directors will cease and Mayne Pharma Ventures will have the right to remove any current director and appoint a new director. Mayne Pharma Ventures may remove current directors and appoint new directors by written consent or by calling a meeting in accordance with the Second A&R Bylaws; and
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●
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Mayne Pharma Ventures shall continue (as under the Equity Holders Agreement) to be afforded a right of first refusal to purchase any shares of Common Stock being transferred or sold by the individual account of O’Donnell or Virca except for certain exempt transfers as described in the A&R Equity Holders Agreement.
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●
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Enable Mayne Pharma Ventures to appoint the chairman of any special meeting of the stockholders called by Mayne Pharma Ventures pursuant to the A&R Equity Holders Agreement (an “EHA Special Meeting”);
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●
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Provide separate notice and record date requirements for an EHA Special Meeting as compared to any other special meeting of the stockholders and to require the approval of Mayne Pharma Ventures to postpone or adjourn an EHA Special Meeting;
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●
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Allow stockholders holding a majority of the outstanding shares of Common Stock to call a special meeting of the stockholders (previously, the request of stockholders holding at least sixty six and two-thirds percent (66 2/3%) was required to call a special meeting);
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●
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Delineate between the ordinary processes and procedures for special meetings of the stockholders of the Company and the processes and procedures for EHA Special Meetings.
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●
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Delineate between the ordinary nomination of directors and the nomination of any directors in accordance with the provisions in the A&R Equity Holders Agreement;
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●
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Exclude from the processes and procedures described in the Second A&R Bylaws for any action by consent of the stockholders of the Issuer written consents of stockholders contemplated in connection with the A&R Equity Holders Agreement;
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●
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Enable the chairman of the EHA Special Meeting to appoint one or more inspectors to an EHA Special Meeting;
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●
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Require unanimous approval of the Board to change the number of directors on the Board until the Voting Rights Termination Date;
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●
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Reflect that any vacancy arising from a removal of a director by Mayne Pharma Ventures pursuant to the A&R Equity Holders Agreement shall be filled in accordance with the A&R Equity Holders Agreement.
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●
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Eliminate the classified Board structure and all references to the same (subject to the filing of a Certificate of Amendment to the Issuer’s charter, as amended, which is required pursuant to the 2015 Purchase Agreement and is expected to occur within 30 days of May 15, 2015);
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●
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Reflect that O’Donnell may be removed pursuant to the A&R Equity Holders Agreement or any other written agreement between O’Donnell and the Issuer; and
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●
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Allow for the amendment of the Second A&R Bylaws upon the affirmative vote of a majority of the Common Stock holders (previously sixty six and two-thirds percent (66 2/3%) vote was required) and prevent the Board of Directors, without the written consent of Mayne Pharma Ventures, from amending any provision of the Second A&R Bylaws that would impair or diminish the Parties rights as described in the A&R Equity Holders Agreement.
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Mayne Pharma Ventures Pty Ltd
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/s/ Mark Cansdale
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Mark Cansdale, Secretary
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Mayne Pharma International Pty Ltd
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/s/ Mark Cansdale
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Mark Cansdale, Secretary
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Mayne Pharma Group Ltd
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/s/ Mark Cansdale
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Mark Cansdale, Secretary
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