SC 13G 1 d192425dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

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, par value $0.001 per share

(Title of Class of Securities)

28622106

(CUSIP Number)

May 16, 2016

(Date of Event which Requires Filing of this Statement)

 

 

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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. 28622106

 

  1   

Name of reporting persons.

 

Boxer Capital, LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  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.

 

-0-

   6   

Shared voting power.

 

1,505,572

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

1,505,572

  9  

Aggregate amount beneficially owned by each reporting person.

 

1,505,572

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

¨

11  

Percent of class represented by amount in row (9).

 

7.5%*

12  

Type of reporting person

 

OO

 

* Based on 19,881,725 shares of common stock reported to be outstanding as of April 30, 2016 on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016.

CUSIP No. 28622106

 

  1   

Name of reporting persons.

 

Boxer Asset Management Inc.

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

Sole voting power.

 

-0-

   6   

Shared voting power.

 

1,505,572

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

1,505,572

  9  

Aggregate amount beneficially owned by each reporting person.

 

1,505,572

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

¨

11  

Percent of class represented by amount in row (9).

 

7.5%*

12  

Type of reporting person

 

CO

 

* Based on 19,881,725 shares of common stock reported to be outstanding as of April 30, 2016 on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016.

CUSIP No. 28622106

 

  1   

Name of reporting persons.

 

MVA Investors, LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  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.

 

475,000

   6   

Shared voting power.

 

-0-

   7   

Sole dispositive power.

 

475,000

   8   

Shared dispositive power.

 

-0-

  9  

Aggregate amount beneficially owned by each reporting person.

 

475,000

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

¨

11  

Percent of class represented by amount in row (9).

 

2.4%*

12  

Type of reporting person

 

OO

 

* Based on 19,881,725 shares of common stock reported to be outstanding as of April 30, 2016 on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016.

CUSIP No. 28622106

 

  1   

Name of reporting persons.

 

Joe Lewis

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  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.

 

-0-

   6   

Shared voting power.

 

1,505,572

   7   

Sole dispositive power.

 

-0-

   8   

Shared dispositive power.

 

1,505,572

  9  

Aggregate amount beneficially owned by each reporting person.

 

1,505,572

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).

 

¨

11  

Percent of class represented by amount in row (9).

 

7.5%*

12  

Type of reporting person

 

IN

 

* Based on 19,881,725 shares of common stock reported to be outstanding as of April 30, 2016 on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016.

Item 1(a). Name of Issuer:

Eleven Biotherapeutics, Inc. (the “Issuer”)

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

215 First Street, Suite 400

Cambridge, MA 02142

Item 2(a). Name of Person Filing:

This Schedule 13G is jointly filed by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”) and Joe Lewis (together with Boxer Capital, Boxer Management and MVA Investors, the “Reporting Persons”). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect owner and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital and Tavistock Life Sciences Company, a corporation organized under the laws of Delaware and an affiliate of Boxer Capital, and is controlled by employees of Tavistock Life Sciences Company that are members of MVA Investors. As such, MVA Investors is not controlled by any of the other Reporting Persons.

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

The principal business address of Boxer Capital is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of both Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

Item 2(c). Citizenship:

Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. MVA Investors is a limited liability company organized under the laws of Delaware. Joe Lewis is a citizen of the United Kingdom.

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

Common Stock, par value $0.001 per share (the “Common Stock”).

Item 2(e). CUSIP Number:

28622106

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

 

  (a) Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 1,505,572* shares of Common Stock. MVA Investors beneficially owns 475,000* shares of Common Stock.

 

  (b) Percent of class:

The shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 7.5%* of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors represent 2.4%* of the Issuer’s outstanding shares of Common Stock.

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or direct the vote:

MVA Investors has the sole power to vote or direct the vote of the 475,000* shares of Common Stock it beneficially owns. Boxer Capital, Boxer Management and Joe Lewis do not have the sole power to vote or direct the vote of any shares of Common Stock.

 

  (ii) Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 1,505,572* shares of Common Stock they beneficially own. MVA Investors does not have power to vote or to direct the vote of any shares of Common Stock.

 

  (iii) Sole power to dispose or direct the disposition of:

MVA Investors has the sole power to dispose or direct the disposition of the 475,000* shares of Common Stock it beneficially owns. Boxer Capital, Boxer Management and Joe Lewis do not have the sole power to dispose or direct the disposition of any shares of Common Stock.

 

  (iv) Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or direct the disposition of the 1,505,572* shares of Common Stock they beneficially own. MVA Investors does not have shared power to dispose of or direct the disposition of any shares of Common Stock.

 

* The Reporting Persons may be deemed to beneficially own 1,980,572 shares of Common Stock which constitute approximately 9.96% of the Issuer’s outstanding shares of Common Stock (based on 19,881,725 shares of Common Stock reported to be outstanding as of April 30, 2016 on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2016). Boxer Capital has shared voting and dispositive power with regard to the shares of Common Stock it owns directly. Boxer Management and Joe Lewis each have shared voting and dispositive power with regard to the shares of Common Stock owned directly by Boxer Capital. MVA Investors has sole voting and dispositive power with regard to the shares of Common Stock it owns. Neither Boxer Capital, Boxer Management nor Mr. Lewis has any voting or dispositive power with regard to the shares of Common Stock held by MVA Investors.

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.

Only Boxer Capital has the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by Boxer Capital. Only MVA Investors has the right to receive dividends and the proceeds from sale of the shares of Common Stock held by MVA Investors. See Item 4 above.

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.

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

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

(c) By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

 

  1 Joint Filing Agreement, dated May 25, 2016, among the Reporting Persons.

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.

May 25, 2016

 

BOXER CAPITAL, LLC
By:  

/s/ Aaron I. Davis

Name:   Aaron I. Davis
Title:   Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Authorized Signatory
MVA INVESTORS, LLC
By:  

/s/ Aaron I. Davis

Name:   Aaron I. Davis
Title:   Authorized Signatory
JOSEPH C. LEWIS
By:  

/s/ Joseph C. Lewis

  Joseph C. Lewis, Individually