0001104659-16-096233.txt : 20160212 0001104659-16-096233.hdr.sgml : 20160212 20160212075923 ACCESSION NUMBER: 0001104659-16-096233 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ContraVir Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001583771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 462783806 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87637 FILM NUMBER: 161414246 BUSINESS ADDRESS: STREET 1: 399 THORNALL STREET STREET 2: FIRST FLOOR CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 732-902-4000 MAIL ADDRESS: STREET 1: 399 THORNALL STREET STREET 2: FIRST FLOOR CITY: EDISON STATE: NJ ZIP: 08837 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CVI Investments, Inc. CENTRAL INDEX KEY: 0001649553 IRS NUMBER: 981253664 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8080 MAIL ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G/A 1 a16-3726_9sc13ga.htm SC 13G/A

 

CUSIP No. 21234W103

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

 

(Amendment No. 1)*

 

ContraVir Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

21234W103

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 purposes 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. 21234W103

 

 

(1)

Names of Reporting Persons
CVI Investments, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(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
0

 

(6)

Shared Voting Power **
1,388,001

 

(7)

Sole Dispositive Power
0

 

(8)

Shared Dispositive Power **
1,388,001

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,388,001

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
4.9%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

 

2


 

CUSIP No. 21234W103

 

 

(1)

Names of Reporting Persons
Heights Capital Management, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(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 **
1,388,001

 

(7)

Sole Dispositive Power
0

 

(8)

Shared Dispositive Power **
1,388,001

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,388,001

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
4.9%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

 

3


 

CUSIP No. 21234W103

 

Item 1.

 

(a)

Name of Issuer
ContraVir Pharmaceuticals, Inc. (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices
399 Thornall Street, First Floor, Edison, NJ 08837

 

Item 2(a).

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.0001 par value per share (the “Shares”).

 

(i)      CVI Investments, Inc.

 

(ii)     Heights Capital Management, Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence
The address of the principal business office of CVI Investments, Inc. is:

 

P.O. Box 309GT

Ugland House

South Church Street

George Town

Grand Cayman KY1-1104

Cayman Islands

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250

San Francisco, California 94111

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, $0.0001 par value per share

Item 2(e)

CUSIP Number
21234W103

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

o

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

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

4


 

CUSIP No. 21234W103

 

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.

The information 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 Shares reported as beneficially owned herein include 1,200,000 Shares issuable upon the exercise of a warrant to purchase Shares.

 

The Company’s Definitive Proxy Statement on Schedule 14A filed on December 12, 2015 indicates there were 27,295,063 Shares outstanding as of December 11, 2015.

 

Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

 

 

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:   x

 

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.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

5


 

CUSIP No. 21234W103

 

Item 10.

Certification

By signing below each of the undersigned 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.

 

SIGNATURES

 

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

 

Dated: February 12, 2016

 

 

CVI INVESTMENTS, INC.

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

 

By: Heights Capital Management, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.

 

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title:

Secretary

 

By:

/s/ Brian Sopinsky

 

 

Name:

Brian Sopinsky

 

 

Title:

Secretary

 

 

 

6


 

CUSIP No. 21234W103

 

EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

I

 

Limited Power of Attorney*

II

 

Joint Filing Agreement*

 

*Previously filed.

 

7