0000904454-14-000763.txt : 20141119
0000904454-14-000763.hdr.sgml : 20141119
20141119195239
ACCESSION NUMBER: 0000904454-14-000763
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141119
FILED AS OF DATE: 20141119
DATE AS OF CHANGE: 20141119
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Neothetics, Inc.
CENTRAL INDEX KEY: 0001618835
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 208527075
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9191 TOWNE CENTRE DRIVE, SUITE 400
CITY: SAN DIEGO
STATE: CA
ZIP: 92122
BUSINESS PHONE: (858) 750-1008
MAIL ADDRESS:
STREET 1: 9191 TOWNE CENTRE DRIVE, SUITE 400
CITY: SAN DIEGO
STATE: CA
ZIP: 92122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Halak Brian K
CENTRAL INDEX KEY: 0001354718
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237216
MAIL ADDRESS:
STREET 1: C/O DOMAIN ASSOCIATES
STREET 2: ONE PALMER SQUARE
CITY: PRINCETON
STATE: NJ
ZIP: 08542
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VITULLO NICOLE
CENTRAL INDEX KEY: 0001196863
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237217
MAIL ADDRESS:
STREET 1: 3030 SCIENCE PARK ROAD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHOEMAKER KATHLEEN K
CENTRAL INDEX KEY: 0001207789
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237218
MAIL ADDRESS:
STREET 1: ONE PALMER SQUARE
CITY: PRINCETON
STATE: NJ
ZIP: 08542
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TREU JESSE I
CENTRAL INDEX KEY: 0001013425
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOVEY BRIAN H
CENTRAL INDEX KEY: 0001207786
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237220
MAIL ADDRESS:
STREET 1: ONE PALMER SQUARE
CITY: PRINCETON
STATE: NJ
ZIP: 08542
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BLAIR JAMES C
CENTRAL INDEX KEY: 0001024000
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237221
MAIL ADDRESS:
STREET 1: 5880 PACIFIC CENTER BLVD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121-4204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOMAIN PARTERS VII L P
CENTRAL INDEX KEY: 0001374150
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36754
FILM NUMBER: 141237222
BUSINESS ADDRESS:
STREET 1: ONE PALMER SQUARE SUITE 515
CITY: PRINCETON
STATE: NJ
ZIP: 08542
BUSINESS PHONE: 609-683-5656
MAIL ADDRESS:
STREET 1: ONE PALMER SQUARE SUITE 515
CITY: PRINCETON
STATE: NJ
ZIP: 08542
3
1
edgar.xml
PRIMARY DOCUMENT
X0206
3
2014-11-19
0
0001618835
Neothetics, Inc.
NEOT
0001374150
DOMAIN PARTERS VII L P
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
0001024000
BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
0001207786
DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
0001013425
TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
0001207789
SCHOEMAKER KATHLEEN K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
0001196863
VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
0001354718
Halak Brian K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON
NJ
08542
0
0
1
0
Series A Preferred Stock
Common Stock
120888
D
Series B Preferred Stock
Common Stock
1142452
D
Series B-2 Preferred Stock
Common Stock
468848
D
Series C Preferred Stock
Common Stock
1188876
D
Series B-2 Preferred Stock Warrant (Right to Buy)
11.29
Common Stock
92105
D
Series C Preferred Stock Warrant (Right to Buy)
8.54
Common Stock
165790
D
The securities reported as directly beneficially owned by the Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
As managing members of Domain Associates, LLC, each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by Domain Associates, LLC., as reported on a Form 3 for Domain Associates, LLC filed on the same date as this Form 3.
As managing members of the sole general partner of DP VII Associates, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by DP VII Associates, L.P., as reported on a Form 3 for DP VII Associates, L.P. filed on the same date as this Form 3.
All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering (the "IPO") for no additional consideration. The preferred stock has no expiration date.
Immediately prior to the closing of the IPO the Warrants will be net exercised for shares of Preferred Stock, which will then automatically convert into shares of Common Stock. The net exercise will be based on a fair market value of the IPO price of the Common Stock. If the Warrants are not exercised prior to the closing of the IPO they will terminate.
/s/ Kathleen K. Schoemaker, as managing Member of One Palmer Square Associates VII, LLC, General Partner of Domain Partners VII, L.P., individually and as attorney-in-fact for J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak
2014-11-19