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