0001193125-14-050242.txt : 20140213 0001193125-14-050242.hdr.sgml : 20140213 20140213121700 ACCESSION NUMBER: 0001193125-14-050242 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: APPOSITE CAPITAL LLP GROUP MEMBERS: APPOSITE HEALTHCARE (GP) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMBIT BIOSCIENCES CORP CENTRAL INDEX KEY: 0001131543 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330909648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87467 FILM NUMBER: 14604242 BUSINESS ADDRESS: STREET 1: 11080 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8583342100 MAIL ADDRESS: STREET 1: 11080 ROSELLE STREET CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apposite Healthcare Fund LP CENTRAL INDEX KEY: 0001572526 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAYMAN)LTD STREET 2: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 BUSINESS PHONE: 44-207-090-6869 MAIL ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAYMAN)LTD STREET 2: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13G 1 d672643dsc13g.htm SCHEDULE 13G Prepared by R.R. Donnelley Financial -- Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Ambit Biosciences Corporation

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

02318X100

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 02318X100    13G    Page 2 of 9

 

  1.   

NAMES OF REPORTING PERSONS

 

Apposite Healthcare Fund, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

   5.    

SOLE VOTING POWER

 

1,550,877 (1)

   6.   

SHARED VOTING POWER

 

0

   7.   

SOLE DISPOSITIVE POWER

 

1,550,877 (1)

   8.   

SHARED DISPOSITIVE POWER

 

0

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,550,877 (1)

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.7% (2)

12.  

TYPE OF REPORTING PERSON

 

PN

 

(1) Includes (a) 1,327,044 shares of Common Stock directly owned by Apposite Healthcare Fund, LP and (b) 223,833 shares of Common Stock issuable upon the exercise of warrants directly owned by Apposite Healthcare Fund, LP.
(2) The percentage is calculated based on 17,877,241 shares of common stock of the issuer outstanding on October 31, 2013, disclosed in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 


CUSIP No. 02318X100    13G    Page 3 of 9

 

  1.   

NAMES OF REPORTING PERSONS

 

Apposite Healthcare (GP) Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

   5.    

SOLE VOTING POWER

 

1,550,877 (1)

   6.   

SHARED VOTING POWER

 

0

   7.   

SOLE DISPOSITIVE POWER

 

1,550,877 (1)

   8.   

SHARED DISPOSITIVE POWER

 

0

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,550,877 (1)

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.7% (2)

12.  

TYPE OF REPORTING PERSON

 

PN

 

(1) Includes (a) 1,327,044 shares of Common Stock directly owned by Apposite Healthcare Fund, LP and (b) 223,833 shares of Common Stock issuable upon the exercise of warrants directly owned by Apposite Healthcare Fund, LP. Apposite Healthcare (GP) Limited is the general partner of Apposite Healthcare Fund, LP.
(2) The percentage is calculated based on 17,877,241 shares of common stock of the issuer outstanding on October 31, 2013, disclosed in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 


CUSIP No. 02318X100    13G    Page 4 of 9

 

  1.   

NAMES OF REPORTING PERSONS

 

Apposite Capital LLP

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

   5.    

SOLE VOTING POWER

 

1,550,877 (1)

   6.   

SHARED VOTING POWER

 

0

   7.   

SOLE DISPOSITIVE POWER

 

1,550,877 (1)

   8.   

SHARED DISPOSITIVE POWER

 

0

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,550,877 (1)

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.7% (2)

12.  

TYPE OF REPORTING PERSON

 

PN

 

(1) Includes (a) 1,327,044 shares of Common Stock directly owned by Apposite Healthcare Fund, LP and (b) 223,833 shares of Common Stock issuable upon the exercise of warrants directly owned by Apposite Healthcare Fund, LP. Apposite Healthcare (GP) Limited is the general partner of Apposite Healthcare Fund, LP and has appointed Apposite Capital LLP as the manager of Apposite Healthcare Fund, LP.
(2) The percentage is calculated based on 17,877,241 shares of common stock of the issuer outstanding on October 31, 2013, disclosed in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013.

 


CUSIP No. 02318X100    13G    Page 5 of 9

 

Item 1(a). Name of Issuer:

Ambit Biosciences Corporation (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

11080 Roselle Street

San Diego, California 92121

 

Item 2(a). Name of Persons Filing:

Apposite Healthcare Fund, L.P. (the “Fund”)

Apposite Healthcare (GP) Limited (the “General Partner”), the general partner of the Fund.

Apposite Capital LLP (the “Manager”, and collectively with the Fund and the General Partner, the “Reporting Persons”), the manager of the Fund.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Fund and the General Partner is:

c/o Ogier Fiduciary Services (Cayman) Ltd.

89 Nexus Way

Camana Bay, Grand Cayman

KY1-9007, Cayman Islands

The address of the principal business office of the Manager is:

Apposite Capital LLP

Bracken House

1 Friday Street

London EC4M 9JA

United Kingdom

 

Item 2(c). Citizenship:

Apposite Healthcare Fund, L.P. Cayman Islands

Apposite Healthcare (GP) Limited: Cayman Islands

Apposite Capital LLP: United Kingdom

 

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.001 per share.

 

Item 2(e). CUSIP Number:

02318X100

 

5


CUSIP No. 02318X100    13G    Page 6 of 9

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)    ¨    Broker or dealer registered under Section 15 of the Act;
  (b)    ¨    Bank as defined in Section 3(a)(6) of the Act;
  (c)    ¨    Insurance company as defined in Section 3(a)(19) of the Act;
  (d)    ¨    Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e)    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)    ¨    A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G);
  (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
  (j)    ¨    A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:             .

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: 1,550,877 shares of Common Stock

 

  (b) Percent of class: 8.7%

 

  (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

 

     Number of Shares of Common Stock  

Reporting Person

   (i)      (ii)      (iii)      (iv)  

Apposite Healthcare Fund, LP

     1,550,877         -0-         1,550,877         -0-   

Apposite Healthcare (GP) Limited

     1,550,877         -0-         1,550,877         -0-   

Apposite Capital LLP

     1,550,877         -0-         1,550,877         -0-   

The number of shares of Common Stock listed above for each Reporting Person includes (a) 1,327,044 shares of Common Stock directly owned by the Fund and (b) 223,833 shares of Common Stock issuable upon the exercise of warrants directly owned by the Fund. The General Partner has appointed the Manager as the manager of the Fund.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

6


CUSIP No. 02318X100    13G    Page 7 of 9

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not applicable.

 

7


CUSIP No. 02318X100    13G    Page 8 of 9

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2014     APPOSITE HEALTHCARE FUND, LP
    acting by its manager, Apposite Capital LLP
    By:  

/s/ Dr. A.P. Marchington

    Name:   Dr. A.P. Marchington
    Title:   Partner
Date: February 13, 2014     APPOSITE HEALTHCARE (GP) LIMITED
    By:  

/s/ Vijayabalan Murugesu

    Name:   Vijayabalan Murugesu
    Title:   Director
Date: February 13, 2014     APPOSITE CAPITAL LLP
    By:  

/s/ Dr. A.P. Marchington

    Name:   Dr. A.P. Marchington
    Title:   Partner

 


CUSIP No. 02318X100    13G   

 

Exhibit Index

SCHEDULE 13G

 

Exhibit Number

  

Exhibit Description

1    Joint Filing Agreement

 

EX-99.1 2 d672643dex991.htm EXHIBIT 99.1 Prepared by R.R. Donnelley Financial -- Exhibit 99.1
CUSIP No. 02318X100    13G   

 

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other filing entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Date: February 13, 2014     APPOSITE HEALTHCARE FUND, LP
    acting by its manager, Apposite Capital LLP
    By:  

/s/ Dr. A.P. Marchington

    Name:   Dr. A.P. Marchington
    Title:   Partner
Date: February 13, 2014     APPOSITE HEALTHCARE (GP) LIMITED
    By:  

/s/ Vijayabalan Murugesu

    Name:   Vijayabalan Murugesu
    Title:   Director
Date: February 13, 2014     APPOSITE CAPITAL LLP
    By:  

/s/ Dr. A.P. Marchington

    Name:   Dr. A.P. Marchington
    Title:   Partner