0000899243-20-033917.txt : 20201215 0000899243-20-033917.hdr.sgml : 20201215 20201215180014 ACCESSION NUMBER: 0000899243-20-033917 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201211 FILED AS OF DATE: 20201215 DATE AS OF CHANGE: 20201215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pillar Invest Corp CENTRAL INDEX KEY: 0001534428 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31918 FILM NUMBER: 201390668 BUSINESS ADDRESS: STREET 1: C/O PILLAR INVEST OFFSHORE SAL STREET 2: STARCO CENTER, BLOC B FL3, OMAR DAOUK ST CITY: BEIRUT STATE: M8 ZIP: 2020-3313 BUSINESS PHONE: 0119611363362 MAIL ADDRESS: STREET 1: C/O PILLAR INVEST OFFSHORE SAL STREET 2: STARCO CENTER, BLOC B FL3, OMAR DAOUK ST CITY: BEIRUT STATE: M8 ZIP: 2020-3313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pillar Partners Foundation, L.P. CENTRAL INDEX KEY: 0001783583 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31918 FILM NUMBER: 201390669 BUSINESS ADDRESS: STREET 1: STARCO CTR, BLOC B, 3RD FLOOR STREET 2: OMAR DAUOK STREET CITY: BEIRUT STATE: M8 ZIP: 2020-3313 BUSINESS PHONE: 961 1 363 362 MAIL ADDRESS: STREET 1: STARCO CTR, BLOC B, 3RD FLOOR STREET 2: OMAR DAUOK STREET CITY: BEIRUT STATE: M8 ZIP: 2020-3313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pillar Pharmaceuticals 6, L.P. CENTRAL INDEX KEY: 0001783584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31918 FILM NUMBER: 201390670 BUSINESS ADDRESS: STREET 1: STARCO CTR, BLOC B, 3RD FLOOR STREET 2: OMAR DAUOK STREET CITY: BEIRUT STATE: M8 ZIP: 2020-3313 BUSINESS PHONE: 961 1 363 362 MAIL ADDRESS: STREET 1: STARCO CTR, BLOC B, 3RD FLOOR STREET 2: OMAR DAUOK STREET CITY: BEIRUT STATE: M8 ZIP: 2020-3313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Umari Abude CENTRAL INDEX KEY: 0001783582 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31918 FILM NUMBER: 201390671 MAIL ADDRESS: STREET 1: STARCO CTR, BLOC B, 3RD FLOOR STREET 2: OMAR DAUOK STREET CITY: BEIRUT STATE: M8 ZIP: 2020-3313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZEIN YOUSSEF EL CENTRAL INDEX KEY: 0001193366 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31918 FILM NUMBER: 201390672 MAIL ADDRESS: STREET 1: HYBRIDON INC STREET 2: 345 VASSAR STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IDERA PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000861838 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043072298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 505 EAGLEVIEW BOULEVARD STREET 2: SUITE 212 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 4843481600 MAIL ADDRESS: STREET 1: 505 EAGLEVIEW BOULEVARD STREET 2: SUITE 212 CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: HYBRIDON INC DATE OF NAME CHANGE: 19951211 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-12-11 0 0000861838 IDERA PHARMACEUTICALS, INC. IDRA 0001534428 Pillar Invest Corp PILLAR INVEST OFFSHORE SAL STARCO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT M8 2020-3313 LEBANON 0 0 1 0 0001783583 Pillar Partners Foundation, L.P. PILLAR INVEST OFFSHORE SAL STARCO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT M8 2020-3313 LEBANON 0 0 1 0 0001783584 Pillar Pharmaceuticals 6, L.P. PILLAR INVEST OFFSHORE SAL STARCO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT M8 2020-3313 LEBANON 0 0 1 0 0001783582 Umari Abude PILLAR INVEST OFFSHORE SAL STARCO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT M8 2020-3313 LEBANON 0 0 1 0 0001193366 ZEIN YOUSSEF EL PILLAR INVEST OFFSHORE SAL STARCO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT M8 2020-3313 LEBANON 0 0 1 0 Common Stock 2020-12-11 4 P 0 69941 1.82 A 5497638 I By Pillar Partners Foundation, L.P. See Footnotes Common Stock 1288368 I By Pillar Pharmaceuticals 6, L.P. See Footnotes Common Stock 26308 I By Youssef El Zein See Footnote Common Stock 198510 I By Abude Umari See Footnotes Prefunded Warrants 2020-12-11 4 P 0 1143428 0.00 A Common Stock 1143428 1143428 I By Pillar Partners Foundation, L.P. See Footnote Prefunded Warrants 2020-12-11 4 P 0 1533883 0.00 A Common Stock 1533883 1533883 I By Pillar Pharmaceuticals 6, L.P. See Footnotes Common Warrants 2020-12-11 4 P 0 606885 0.00 A Common Stock 606885 606885 I By Pillar Partners Foundation, L.P. See Footnote Common Warrants 2020-12-11 4 P 0 766941 0.00 A Common Stock 766941 766941 I By Pillar Pharmaceuticals 6, L.P. See Footnotes On April 7, 2020, Idera Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Pillar Partners Foundation, L.P. ("Pillar Foundation") providing for the sale of securities in two closings exempt from the registration requirements of the Securities Act of 1933, as amended. On December 11, 2020, the Company entered into an amendment (the "Amendment") to the Securities Purchase Agreement and the Registration Rights Agreement, dated April 7, 2020, with Pillar Foundation (the "Registration Rights Agreement") and Pillar Pharmaceuticals 6, L.P. ("Pillar 6" and, collectively with Pillar Foundation, the "Purchasers"), principally to enable Pillar 6 to participate in the Second Closing (as defined below). Pursuant to the Stock Purchase Agreement and Amendment, on December 11, 2020, the Company issued and sold to the Purchasers, for $5.0 million of aggregate consideration (the "Second Closing"), (Continued from footnote 1) (i) 69,941 shares of Common Stock ("Second Closing Shares"), (ii) pre-funded warrants to purchase up to 2,677,311 shares of Common Stock ("Second Closing Pre-Funded Warrants"), and (iii) common warrants to purchase up to 1,373,626 shares of Common Stock ("Second Closing Common Warrants"). Each Second Closing Share and the associated 0.5 Second Closing Common Warrant had a combined purchase price of $1.82 and each Pre-Funded Warrant and the 0.5 associated Second Closing Common Warrant had a combined purchase price of $1.81. Each combined purchase price included $0.125 for each share of Common Stock underlying each Second Closing Common Warrant. Pillar Invest Corporation ("Pillar GP") is the general partner of Pillar 6 and Pillar Foundation (collectively, the "Pillar Funds"). Youssef El Zein and Abude Umari are directors of Pillar GP. Each of Pillar GP, Mr. El Zein and Mr. Umari disclaims Section 16 beneficial ownership of the securities beneficially owned by the Pillar Funds and this report shall not be deemed an admission that any of Pillar GP, Mr. El Zein or Mr. Umari is the Section 16 beneficial owner of any such securities, except to the extent of its or his pecuniary interest therein, if any, by virtue of its or his ownership interest in the Pillar Funds or Pillar GP, as applicable. The exercise price of each Prefunded Warrant is $0.01 per Share, subject to adjustment pursuant to the terms of the Prefunded Warrants. The Pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 19.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). The exercise price of each Common Warrant is $2.71 per share, subject to adjustment pursuant to the terms of the Common Warrants. The Common Warrants are currently exercisable; provided, however, that the Common Warrants are subject to the Beneficial Ownership Limitation. The Common Warrants expire 3 years following their issuance date. Pillar Invest Corporation, /s/ Youssef El Zein, Authorized Person 2020-12-15 Pillar Partners Foundation, L.P., /s/ Youssef El Zein, Authorized Person 2020-12-15 Pillar Pharmaceuticals, 6, L.P., /s/ Youssef El Zein, Authorized Person 2020-12-15 /s/ Abude Umari 2020-12-15 /s/ Youssef El Zein 2020-12-15