0000902664-17-004237.txt : 20171108 0000902664-17-004237.hdr.sgml : 20171108 20171108171113 ACCESSION NUMBER: 0000902664-17-004237 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171108 DATE AS OF CHANGE: 20171108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eleven Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001485003 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262025616 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87951 FILM NUMBER: 171187470 BUSINESS ADDRESS: STREET 1: 245 FIRST STREET STREET 2: SUITE 1800 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-444-8550 MAIL ADDRESS: STREET 1: 245 FIRST STREET STREET 2: SUITE 1800 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empery Asset Management, LP CENTRAL INDEX KEY: 0001469336 IRS NUMBER: 262107121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-608-3300 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 p17-2198sc13g.htm ELEVEN BIOTHERAPEUTICS, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.   )*
 

Eleven Biotherapeutics, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

286221106

(CUSIP Number)
 

November 1, 2017

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*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. 28622110613GPage 2 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

         

 

* As more fully described in Item 4, the Prefunded Warrants are subject to a 9.99% blocker, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

 

CUSIP No. 28622110613GPage 3 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Ryan M. Lane

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, the Prefunded Warrants are subject to a 9.99% blocker, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

 

CUSIP No. 28622110613GPage 4 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Martin D. Hoe

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,000 shares of Common Stock

4,375,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

1,375,000 shares of Common Stock issuable upon exercise of Prefunded Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, the Prefunded Warrants are subject to a 9.99% blocker, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

 

CUSIP No. 28622110613GPage 5 of 10 Pages

  

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Eleven Biotherapeutcis, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 245 First Street, Suite 1800, Cambridge MA 02142.

 

Item 2(a). NAME OF PERSON FILING:

 

 

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

Investment Manager

(ii)       Empery Asset Management, LP (the "Investment Manager"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants (as defined below) held by, the funds to which the Investment Manager serves as investment manager, the "Empery Funds").

Reporting Individuals

(iii)       Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants held by, the Empery Funds.

(iv)       Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants held by, the Empery Funds.

The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Mr. Lane and Mr. Hoe (the “Reporting Individuals”) is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

The address of the business office of each of the Reporting Persons is:

1 Rockefeller Plaza, Suite 1205

New York, New York 10020

 

Item 2(c). CITIZENSHIP:

 

  Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.001 par value (the "Common Stock")

 

 

 

CUSIP No. 28622110613GPage 6 of 10 Pages

 

Item 2(e). CUSIP NUMBER:
   
  286221106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 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) ¨ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ____________________________________

  

 

 

CUSIP No. 28622110613GPage 7 of 10 Pages

 

Item 4 OWNERSHIP.
   
  The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 30,231,995 shares of Common Stock issued and outstanding as of November 1, 2017, as represented in the Company’s Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on November 3, 2017, and assumes the exercise of the reported warrants (the “Reported Warrants”) subject to the Blockers (as defined below).
   
  Pursuant to the terms of the Reported Warrants that are Prefunded Warrants, the Reporting Persons cannot exercise such Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "Prefunded Warrant Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Prefunded Warrant Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of such Reported Warrants due to the Prefunded Warrant Blockers.
   
  Pursuant to the terms of the Reported Warrants that are Warrants, the Reporting Persons cannot exercise such Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Warrant Blockers" and collectively with the Prefunded Warrant Blockers, the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Warrant Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of such Reported Warrants due to the Warrant Blockers.
   
  The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaim any beneficial ownership of any such shares of Common Stock.
   

  

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  See Item 2(a) above.

 

 

 

 

 

 

CUSIP No. 28622110613GPage 8 of 10 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 28622110613GPage 9 of 10 Pages

 

SIGNATURES

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

DATED: November 8, 2017

    EMPERY ASSET MANAGEMENT, LP
    By: EMPERY AM GP, LLC, its General Partner
     
     
    By: /s/ Ryan M. Lane
    Name:  Ryan M. Lane
    Title:  Managing Member
     
     
    /s/ Ryan M. Lane
    Ryan M. Lane
     
     
    /s/ Martin D. Hoe
    Martin D. Hoe

 

 

 

 

 

CUSIP No. 28622110613GPage 10 of 10 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

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 acquisition 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 or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: November 8, 2017

    EMPERY ASSET MANAGEMENT, LP
    By: EMPERY AM GP, LLC, its General Partner
     
     
    By: /s/ Ryan M. Lane
    Name:  Ryan M. Lane
    Title:  Managing Member
     
     
    /s/ Ryan M. Lane
    Ryan M. Lane
     
     
    /s/ Martin D. Hoe
    Martin D. Hoe