0001209191-13-056422.txt : 20131211
0001209191-13-056422.hdr.sgml : 20131211
20131211181934
ACCESSION NUMBER: 0001209191-13-056422
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20131211
FILED AS OF DATE: 20131211
DATE AS OF CHANGE: 20131211
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TETRALOGIC PHARMACEUTICALS CORP
CENTRAL INDEX KEY: 0001361248
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 343 PHOENIXVILLE PIKE
CITY: MALVERN
STATE: PA
ZIP: 19355
BUSINESS PHONE: 610-889-9900
MAIL ADDRESS:
STREET 1: 343 PHOENIXVILLE PIKE
CITY: MALVERN
STATE: PA
ZIP: 19355
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CAVANAUGH JAMES H
CENTRAL INDEX KEY: 0001013473
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0731
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131271997
MAIL ADDRESS:
STREET 1: 265 HOTHORPE LANE
CITY: VILLANOVA
STATE: PA
ZIP: 19085
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WERNER HAROLD R
CENTRAL INDEX KEY: 0001013603
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131271998
MAIL ADDRESS:
STREET 1: C/O HEALTHCARE VENTURES LLC
STREET 2: 44 NASSAU STREET
CITY: PRINCETON
STATE: NJ
ZIP: 08542
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LITTLECHILD JOHN W
CENTRAL INDEX KEY: 0001013469
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131272001
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 301
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAWLOR AUGUSTINE
CENTRAL INDEX KEY: 0001262327
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131272002
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 301
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HealthCare Partners VII, L.P.
CENTRAL INDEX KEY: 0001330957
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131272003
BUSINESS ADDRESS:
STREET 1: 44 NASSAU STREET
CITY: PRINCETON
STATE: NJ
ZIP: 08542
BUSINESS PHONE: 609-430-3913
MAIL ADDRESS:
STREET 1: 44 NASSAU STREET
CITY: PRINCETON
STATE: NJ
ZIP: 08542
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONSI DOUGLAS E
CENTRAL INDEX KEY: 0001270185
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131271999
MAIL ADDRESS:
STREET 1: C/O TOLERRX INC
STREET 2: 300 TECHNOLOGY SQUARE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEALTHCARE VENTURES VII LP
CENTRAL INDEX KEY: 0001202615
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131272004
BUSINESS ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 301
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 609-430-3900
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 301
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mirabelli Christopher
CENTRAL INDEX KEY: 0001262326
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 131272000
MAIL ADDRESS:
STREET 1: 55 CAMBRIDGE PARKWAY
STREET 2: SUITE 301
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
FORMER NAME:
FORMER CONFORMED NAME: MIRAELLI CHRISTOPHER
DATE OF NAME CHANGE: 20030904
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2013-12-11
0
0001361248
TETRALOGIC PHARMACEUTICALS CORP
TLOG
0001202615
HEALTHCARE VENTURES VII LP
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
0001330957
HealthCare Partners VII, L.P.
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
0001262327
LAWLOR AUGUSTINE
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
0001013469
LITTLECHILD JOHN W
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
0001262326
Mirabelli Christopher
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
0001270185
ONSI DOUGLAS E
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
1
0
0
0
0001013603
WERNER HAROLD R
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
0001013473
CAVANAUGH JAMES H
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE
MA
02141
0
0
1
0
Common Stock
0
D
Series A Preferred Stock
Common Stock
653594
I
See Footnotes
Series B Preferred Stock
Common Stock
438453
I
See Footnotes
Series C Preferred Stock
Common Stock
506086
I
See Footnotes
Series A-4 Warrant
7.65
2014-03-30
Common Stock
6808
I
See Footnote
Series A-4 Warrant
7.65
2016-05-06
Common Stock
6808
I
See Footnote
Series B-1 Warrant
0.85
2019-11-25
Common Stock
7735
I
See Footnote
Series C-1 Warrant
0.85
2020-03-11
Common Stock
9282
I
See Footnote
Preferred Stock Warrant
6.4022
Common Stock
7335
I
See Footnote
Notes
Common Stock
266572
I
See Footnote
Immediately prior to the closing of the issuer's initial public offering, the preferred stock held by the reporting persons will automatically convert into shares of the issuer's common stock.
The securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. Douglas E. Onsi, a member of the Board of Directors of the issuer, is a limited partner of HCPVII. Mr. Onsi advises HCVVII with respect to voting and investment decisions relating to the shares of stock owned by HCVVII but does not have voting and investment power over such shares. Mr. Onsi disclaims beneficial ownership of the shares beneficially owned by HCVVII, except to the extent of his pecuniary interest therein.
HCVVII holds an aggregate of 5,000,000 shares of Series A Preferred Stock which were convertible on a 2.2 for 1 basis and, after giving effect to a 1 for 17 reverse split of the common stock prior to the effectiveness of the registration statement in respect of the issuer's inital public offering, are convertible into 653,594 shares of common stock.
HCVVII holds an aggregate of 7,453,704 shares of Series B Preferred Stock which, after giving effect to a 1 for 17 reverse split of the common stock prior to the effectiveness of the registration statement in respect to the issuer's initial public offering, are convertible into 438,453 shares of common stock.
HCVVII holds an aggregate of 8,603,477 shares of Series C Preferred Stock which, after giving effect to a 1 for 17 reverse split of the common stock prior to the effectiveness of the registration statement in respect of the issuer's initial public offering, are convertible into 506,086 shares of common stock.
Immediately exercisable.
In accordance with their terms, these Warrants will be net exercised immediately prior to closing of the issuer's initial public offering.
HCVVII holds Warrants which are net exercisable for an aggregate of 7,335 shares of common stock of the issuer assuming an initial public offering price of $7.00 per share, the expected price set forth on the cover page of the issuer's most recently filed prospectus.
In accordance with their terms, these Notes will be converted into common stock immediately prior to closing of the issuer's initial public offering at the initial public offering price.
HCVVII holds Notes and accrued interest which are convertible into 266,572 shares of common stock of the issuer assuming an initial public offering price of $7.00 per share, the expected price set forth on the cover page of the issuer's most recently filed prospectus.
/s/ Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P.
2013-12-11
Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P.
2013-12-11
Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor
2013-12-11
Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild
2013-12-11
Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli
2013-12-11
Jeffrey B. Steinberg, Attorney-in-Fact for Douglas Onsi
2013-12-11
Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner
2013-12-11
Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh
2013-12-11
EX-24.3_497610
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Jeffrey B. Steinberg his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, or as a managing directors of
any limited liability company, pursuant to sections 13 and 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any and all
regulations promulgated thereunder, and Rules 144, 144A and 145 under the
Securities Act of 1933, as amended (the "Securities Act"), and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, and with any other entity when and if
such is mandated by the Exchange Act, by the Securities Act or by the By-laws of
the National Association of Securities Dealers, Inc., or by the by-laws, rules
or regulations of the Financial Industry Regulatory Authority, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act and thing necessary, desirable or appropriate, fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact, or his substitutes may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney shall be valid for five (5) years from the date set forth
below.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of
November, 2013.
/s/James H. Cavanaugh, Ph.D.
James H. Cavanaugh, Ph.D.
/s/Christopher Mirabelli, Ph.D.
Christopher Mirabelli, Ph.D.
/s/Harold Werner
Harold Werner
/s/John Littlechild
John Littlechild
/s/Augustine Lawlor
Augustine Lawlor
/s/Douglas Onsi
Douglas Onsi