SC 13G 1 bvf-migenix_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No.   )1

    MIGENIX Inc.
(Name of Issuer)
   

 

 

 

 

 
    Common Stock
(Title of Class of Securities)
   

 

 

 

 

 
    59861R104
(CUSIP Number)
   

 

 

 

 

 
    May 11, 2006
(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)

1 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. 59861R104   13G   Page 2 of 10 Pages

     

1   NAME OF REPORTING PERSON:
Biotechnology Value Fund, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x
        (b)  o
         

3   SEC USE ONLY    

 

 

 

 

 

4   CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

    5   SOLE VOTING POWER
NUMBER OF       0
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER
OWNED       4,427,752
BY  
EACH   7   SOLE DISPOSITIVE POWER
REPORTING       0
PERSON  
WITH:   8   SHARED DISPOSITIVE POWER
        4,427,752

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 

 

4,427,752

 

 

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   o

 

 

 

 

 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    

 

 

5.3%

 

 

12   TYPE OF REPORTING PERSON*    

 

 

PN

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!



     
CUSIP No. 59861R104   13G   Page 3 of 10 Pages

     

1   NAME OF REPORTING PERSON:
Biotechnology Value Fund II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x
        (b)  o
         

3   SEC USE ONLY    

 

 

 

 

 

4   CITIZENSHIP OR PLACE OF ORGANIZATION    

 

 

Delaware

 

 

    5   SOLE VOTING POWER
NUMBER OF       0
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER
OWNED       2,643,757
BY  
EACH   7   SOLE DISPOSITIVE POWER
REPORTING       0
PERSON  
WITH:   8   SHARED DISPOSITIVE POWER
        2,643,757

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 

 

2,643,757

 

 

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   o

 

 

 

 

 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    

 

 

3.2%

 

 

12   TYPE OF REPORTING PERSON*    

 

 

PN

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!



     
CUSIP No. 59861R104   13G   Page 4 of 10 Pages

     

1   NAME OF REPORTING PERSON:
BVF Investments, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x
        (b)  o
         

3   SEC USE ONLY    

 

 

 

 

 

4   CITIZENSHIP OR PLACE OF ORGANIZATION    

 

 

Delaware

 

 

    5   SOLE VOTING POWER
NUMBER OF       0
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER
OWNED       8,438,905
BY  
EACH   7   SOLE DISPOSITIVE POWER
REPORTING       0
PERSON  
WITH:   8   SHARED DISPOSITIVE POWER
        8,438,905

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 

 

8,438,905

 

 

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   o

 

 

 

 

 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    

 

 

10.2%

 

 

12   TYPE OF REPORTING PERSON*    

 

 

OO

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!



     
CUSIP No. 59861R104   13G   Page 5 of 10 Pages

     

1   NAME OF REPORTING PERSON:
Investment 10, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x
        (b)  o
         

3   SEC USE ONLY    

 

 

 

 

 

4   CITIZENSHIP OR PLACE OF ORGANIZATION    

 

 

Illinois

 

 

    5   SOLE VOTING POWER
NUMBER OF       0
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER
OWNED       948,796
BY  
EACH   7   SOLE DISPOSITIVE POWER
REPORTING       0
PERSON  
WITH:   8   SHARED DISPOSITIVE POWER
        948,796

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 

 

948,796

 

 

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   o

 

 

 

 

 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    

 

 

1.2%

 

 

12   TYPE OF REPORTING PERSON*    

 

 

OO

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!



     
CUSIP No. 59861R104   13G   Page 6 of 10 Pages

     

1   NAME OF REPORTING PERSON:
BVF Partners L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x
        (b)  o
         

3   SEC USE ONLY    

 

 

 

 

 

4   CITIZENSHIP OR PLACE OF ORGANIZATION    

 

 

Delaware

 

 

    5   SOLE VOTING POWER
NUMBER OF       0
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER
OWNED       16,459,210
BY  
EACH   7   SOLE DISPOSITIVE POWER
REPORTING       0
PERSON  
WITH:   8   SHARED DISPOSITIVE POWER
        16,459,210

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 

 

16,459,210

 

 

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   o

 

 

 

 

 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    

 

 

19.9%

 

 

12   TYPE OF REPORTING PERSON*    

 

 

PN

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!



     
CUSIP No. 59861R104   13G   Page 7 of 10 Pages

     

1   NAME OF REPORTING PERSON:
BVF Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  x
        (b)  o
         

3   SEC USE ONLY    

 

 

 

 

 

4   CITIZENSHIP OR PLACE OF ORGANIZATION    

 

 

Delaware

 

 

    5   SOLE VOTING POWER
NUMBER OF       0
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER
OWNED       16,459,210
BY  
EACH   7   SOLE DISPOSITIVE POWER
REPORTING       0
PERSON  
WITH:   8   SHARED DISPOSITIVE POWER
        16,459,210

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

 

 

16,459,210

 

 

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   o

 

 

 

 

 

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    

 

 

19.9%

 

 

12   TYPE OF REPORTING PERSON*    

 

 

IA, CO

 

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!



     
CUSIP No. 59861R104   13G   Page 8 of 10 Pages

     

This Schedule 13G is not being filed to report a change in beneficial ownership, but only a change in status to "passive investor."


ITEM 1(a).

 

NAME OF ISSUER:

MIGENIX Inc. ("Migenix")

ITEM 1(b).

 

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

3650 Westbrook Mall
Vancouver, British Columbia, Canada V65 2L2

ITEM 2(a).

 

NAME OF PERSON FILING:

         This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons"):

 

 

(i)

 

Biotechnology Value Fund, L.P. ("BVF")
    (ii)   Biotechnology Value Fund II, L.P. ("BVF2")
    (iii)   BVF Investments, L.L.C. ("Investments")
    (iv)   Investment 10, L.L.C. ("ILL10")
    (v)   BVF Partners L.P. ("Partners")
    (vi)   BVF Inc. ("BVF Inc.")

ITEM 2(b).

 

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

        The principal business office of the persons comprising the group filing this Schedule 13G is located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois, 60611.

ITEM 2(c).

 

CITIZENSHIP:

    BVF:   a Delaware limited partnership
    BVF2:   a Delaware limited partnership
    Investments:   a Delaware limited liability company
    ILL10:   an Illinois limited liability company
    Partners:   a Delaware limited partnership
    BVF Inc.:   a Delaware corporation

ITEM 2(d).

 

TITLE OF CLASS OF SECURITIES:

        
This Schedule 13G is being filed with respect to the common stock (the "Common Stock") of Migenix. The Reporting Persons' percentage ownership of the Common Stock is based on (i) 74,258,656 shares of Common Stock being outstanding, (ii) the beneficial ownership by the Reporting Persons of 981,210 warrants (the "Warrants") to purchase an equivalent number of shares of the Common Stock and (iii) the beneficial ownership by the Reporting Persons of 12,130 royalty participation units (the "Units") initially exercisable into 7,278,000 shares of Common Stock. For a discussion of the Warrants and the Units held by the Reporting Persons, see the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on December 13, 2002, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on or around May 11, 2006.

        
As of May 9, 2006, (i) BVF beneficially owns 4,427,752 shares of Common Stock, of which 303,949 shares are attributable to the Warrants and 1,587,600 shares are attributable to the Units, (ii) BVF2 beneficially owns 2,643,757 shares of Common Stock, of which 166,264 shares are attributable to the Warrants and 1,087,800 shares are attributable to the Units, (iii) Investments beneficially owns 8,438,905 shares of Common Stock, of which 459,195 shares are attributable to the Warrants and 4,145,400 shares are attributable to the Units and (iv) ILL10 beneficially owns 948,796 shares of Common Stock, of which 51,802 shares are attributable to the Warrants and 457,200 shares are attributable to the Units.  Beneficial ownership by Partners and BVF Inc. includes 16,459,210 shares of Common Stock, of which 981,210 shares are attributable to the Warrants and 7,278,000 shares are attributable to the Units.

ITEM 2(e).

 

CUSIP Number:

 

 

 59861R104



     
CUSIP No. 59861R104   13G   Page 9 of 10 Pages

     


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: One of the following

 

 

Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).

ITEM 4.

 

OWNERSHIP:

 

 

The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 7) on this Schedule 13G is hereby incorporated by reference.

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. o

ITEM 6.

 

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 

 

Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in the securities and to vote and exercise dispositive power over the securities, including the Common Stock. Partners and BVF Inc. share voting and dispositive power over shares of the Common Stock and other securities beneficially owned by BVF, BVF2, Investments and those owned by ILL10, on whose behalf Partners acts as an investment manager and, accordingly, Partners and BVF Inc. have beneficial ownership of all of the shares of the Common Stock and other securities owned by such parties.

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 A GROUP:

 

 

Not applicable.

ITEM 9.

 

NOTICE OF DISSOLUTION OF GROUP:

 

 

Not applicable.



     
CUSIP No. 59861R104   13G   Page 10 of 10 Pages

     


ITEM 10.   CERTIFICATION

        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.

        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.

Dated:   May 10, 2006

 

 

BIOTECHNOLOGY VALUE FUND, L.P.

 

 

By:

 

BVF Partners L.P., its general partner

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

By:

 

/s/  
MARK N. LAMPERT      
               
Mark N. Lampert
President

 

 

BIOTECHNOLOGY VALUE FUND II, L.P.

 

 

By:

 

BVF Partners L.P., its general partner

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

By:

 

/s/  
MARK N. LAMPERT      
               
Mark N. Lampert
President

 

 

BVF INVESTMENTS, L.L.C.

 

 

By:

 

BVF Partners L.P., its manager

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

By:

 

/s/  
MARK N. LAMPERT      
               
Mark N. Lampert
President

 

 

INVESTMENT 10, L.L.C.

 

 

By:

 

BVF Partners L.P., its attorney-in-fact

 

 

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

By:

 

/s/  
MARK N. LAMPERT      
               
Mark N. Lampert
President

 

 

BVF PARTNERS L.P.

 

 

By:

 

BVF Inc., its general partner

 

 

 

 

 

 

By:

 

/s/  
MARK N. LAMPERT      
               
Mark N. Lampert
President

 

 

BVF INC.

 

 

 

 

 

 

By:

 

/s/  
MARK N. LAMPERT      
               
Mark N. Lampert
President