0001213900-19-021956.txt : 20191104 0001213900-19-021956.hdr.sgml : 20191104 20191104173104 ACCESSION NUMBER: 0001213900-19-021956 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191104 DATE AS OF CHANGE: 20191104 GROUP MEMBERS: BIOASIA INVESTMENTS IV, LLC GROUP MEMBERS: VIVO CAPITAL LLC GROUP MEMBERS: VIVO VENTURES V, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOLENO THERAPEUTICS INC CENTRAL INDEX KEY: 0001484565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88637 FILM NUMBER: 191190840 BUSINESS ADDRESS: STREET 1: 1235 RADIO ROAD STREET 2: SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-213-8444 MAIL ADDRESS: STREET 1: 1235 RADIO ROAD STREET 2: SUITE 110 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Capnia, Inc. DATE OF NAME CHANGE: 20100219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOASIA MANGEMENT LLC CENTRAL INDEX KEY: 0001227254 IRS NUMBER: 770547105 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 575 HIGH ST STREET 2: STE 201 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D/A 1 sc13da1119soleno_bioasia.htm FORM SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3) *

 

SOLENO THERAPEUTICS, INC.

(Name of Issuer)

 

Common stock, par value $0.001 per share

(Title of Class of Securities)

 

834203200

(CUSIP Number)

 

Frank Kung

Vivo Capital LLC

192 Lytton Avenue

Palo Alto, CA 94301

Telephone: (650) 688-0818

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 23, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).  

 

 

 

 

 

1

NAME OF REPORTING PERSON

 

Bioasia Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) ☐

6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 0
11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0  
12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

   
13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

   
14 TYPE OF REPORTING PERSON OO
           

 

 

 

1 

 

 

1

NAME OF REPORTING PERSON

 

 

BioAsia Investments IV, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) ☐

6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 0
11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0  
12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

   
13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0%

   
14 TYPE OF REPORTING PERSON OO
           

 

 

2 

 

 

1

NAME OF REPORTING PERSON

 

Vivo Ventures V, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) ☐

6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 7 SOLE VOTING POWER 4,952,195(1)
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 4,952,195(1)
10 SHARED DISPOSITIVE POWER 0
11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,952,195 (1)

   
12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

   
13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%(2)

   
14 TYPE OF REPORTING PERSON OO
           

(1)The securities include (i) 3,894,990 shares of Common Stock and (ii) 1,057,205 warrant to acquire 1,057,205 shares of Common Stock, exercisable within 60 days after the reporting date. The securities are held of record by Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P. Vivo Ventures V, LLC is the general partner of Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P.
(2)Based on a total of 42,959,959 shares of Common Stock outstanding of the Issuer, as disclosed in the prospectus filed by the Issuer on October 24, 2019 with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(5) under the Securities Act of 1933, which is part of the Issuer’s Registration Statement on Form S-3 (File No. 333-232068).

 

3 

 

 

1

NAME OF REPORTING PERSON

 

Vivo Capital LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) or 2(e) ☐

6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 7 SOLE VOTING POWER 14,080(1)
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 14,080(1)
10 SHARED DISPOSITIVE POWER 0
11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,080(1)

   
12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

   
13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.03%(2)

   
14 TYPE OF REPORTING PERSON OO
           

 

(1)The securities are held of record by Vivo Capital LLC.
(2)Based on a total of 42,959,959 shares of Common Stock outstanding of the Issuer, as disclosed in the prospectus filed by the Issuer on October 24, 2019 with the SEC, pursuant to Rule 424(b)(5) under the Securities Act of 1933, which is part of the Issuer’s Registration Statement on Form S-3 (File No. 333-232068).

 

4 

 

 

Explanatory Note

 

This Amendment No. 3 (the “Amendment No. 3”) amends and supplements the statements on Schedule 13D, filed on March 13, 2017, Amendment No. 1 to Schedule 13D, filed on December 18, 2017 and Amendment No. 2 to Schedule 13D, filed on January 15, 2019 (collectively, the “Prior 13Ds”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on Prior 13Ds. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms on Prior 13Ds.

 

Item 4. Purpose of Transaction

 

Item 4 of the Statement is hereby amended to add the following:

 

The Reporting Persons sold the number of shares set forth below on the respective dates set forth below.

 

Date Number of Shares Sold Held of Record by:
05/17/2019 1,492 Biotechnology Development Fund II, L.P.
05/17/2019 4,384 Biotechnology Development Fund IV, L.P.
05/17/2019 81 Biotechnology Development Fund IV Affiliates, L.P.
05/17/2019 5,969 Biotechnology Development Fund IV Annex Fund, L.P.
05/20/2019 9,856 Biotechnology Development Fund II, L.P.
05/20/2019 28,964 Biotechnology Development Fund IV, L.P.
05/20/2019 534 Biotechnology Development Fund IV Affiliates, L.P.
05/20/2019 39,444 Biotechnology Development Fund IV Annex Fund, L.P.
10/24/2019 23,051 Vivo Ventures Fund V, L.P.
10/24/2019 271 Vivo Ventures V Affiliates Fund, L.P.
10/28/2019 7,141 Vivo Ventures Fund V, L.P.
10/28/2019 84 Vivo Ventures V Affiliates Fund, L.P.
10/31/2019 24,536 Vivo Ventures Fund V, L.P.
10/31/2019 288 Vivo Ventures V Affiliates Fund, L.P.
11-1-2019 93,809 Vivo Ventures Fund V, L.P.
11-1-2019 1,102 Vivo Ventures V Affiliates Fund, L.P.
11-4-2019 212,190 Vivo Ventures Fund V, L.P.
11-4-2019 2,492 Vivo Ventures V Affiliates Fund, L.P.

 

 

5 

 

Item 5. Interest in Securities of the Issuer

 

(a)       The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3.

 

(b)       The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3.

 

(c)       Except as disclosed herein and in Prior 13Ds, none of the Reporting Persons has effected any other transactions in the securities of the Issuer during the past 60 days.

 

(d)       Not applicable.

 

(e)       Not applicable.

 

 

6 

 

 

Signature

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

 

November 4, 2019

 

  BioAsia Management, LLC
     
  By: /s/ Frank Kung  
  Name: Frank Kung
  Title: Managing Member
     
  BioAsia Investments IV, LLC
     
  By: /s/ Frank Kung  
  Name: Frank Kung
  Title: Managing Member
     
  Vivo Ventures V, LLC
     
  By: /s/ Frank Kung  
  Name: Frank Kung
  Title: Managing Member
   
  Vivo Capital LLC
     
  By: /s/ Frank Kung  
  Name: Frank Kung
  Title: Managing Member

 

 

7