SC 13D/A 1 arqule-sc13da.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

ArQule, Inc.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

04269E107

(CUSIP Number)

Elizabeth Delaney
BVF Partners L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(312) 506-6500
 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 21, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x
 
The information required on 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).

 

1.

Names of Reporting Persons.

Biotechnology Value Fund, L.P.

2.

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

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

2,965,373

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

2,965,373

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 2,965,373

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 6.72%

14.

Type of Reporting Person (See Instructions): PN


1.

Names of Reporting Persons.

Biotechnology Value Fund II, L.P.

2.

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

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

   

7.

Sole Voting Power

0

8.

Shared Voting Power

2,081,900

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

2,081,900

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 2,081,900

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 4.72%

14.

Type of Reporting Person (See Instructions): PN


1.

Names of Reporting Persons.

BVF Investments, L.L.C.

2.

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

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

   

7.

Sole Voting Power

0

8.

Shared Voting Power

7,196,800

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

7,196,800

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 7,196,800

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 16.30%

14.

Type of Reporting Person (See Instructions): OO


1.

Names of Reporting Persons.

Investment 10, L.L.C.

2.

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

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Illinois

Number of Shares Beneficially Owned by Each Reporting Person With

   

7.

Sole Voting Power

0

8.

Shared Voting Power

848,000

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

848,000

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 848,000

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 1.92%

14.

Type of Reporting Person (See Instructions): OO


1.

Names of Reporting Persons.

BVF Partners L.P.

2.

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

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially  Owned by Each Reporting Person With

   

7.

Sole Voting Power

0

8.

Shared Voting Power

13,092,073

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

13,092,073

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 13,092,073

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 29.65%

14.

Type of Reporting Person (See Instructions): PN, HC


1.

Names of Reporting Persons.

BVF Inc.

2.

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

(b)     o

3.

SEC Use Only

4.

Source of Funds (See Instructions) OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

   

7.

Sole Voting Power

0

8.

Shared Voting Power

13,092,073

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

13,092,073

11.

Aggregate Amount Beneficially Owned by Each Reporting Person: 13,092,073

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o

13.

Percent of Class Represented by Amount in Row (11): 29.65%

14.

Type of Reporting Person (See Instructions): CO, HC


ITEM 1. Security and Issuer

This Schedule 13D/A relates to the common stock, par value $0.01 per share (the “Common Stock”) of ArQule, Inc., a Delaware corporation (“ARQL” or the “Issuer”). The principal executive office of ARQL is located at 19 Presidential Way, Woburn, MA 01801-5140.


 
ITEM 3. Source and Amount of Funds or Other Consideration

Partners, in its capacity as (i) general partner of BVF, has purchased on behalf of such limited partnership an aggregate number of 2,965,373 shares of the Common Stock for an aggregate consideration of $13,997,343.97 (ii) general partner of BVF2, has purchased on behalf of such limited partnership an aggregate number of 2,081,900 shares of Common Stock for an aggregate consideration of $9,699,752.80, (iii) manager of BVLLC, has purchased on behalf of such limited liability company an aggregate number of 7,196,800 shares of Common Stock for an aggregate consideration of $34,438,987.10, and (iv) investment adviser to ILL10, purchased on behalf of such limited liability company an aggregate of 848,000 shares of Common Stock for an aggregate consideration of $4,046,235.30. Each of BVF, BVF2, BVLLC and ILL10 purchased the shares held by it using its own working capital. No borrowed funds were used to purchase the Common Stock other than any borrowed funds used for working capital purposes in the ordinary course of business.

ITEM 4. Purpose of Transaction

 

The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer's capitalization or dividend policy.

Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

ITEM 5. Interest in Securities of the Issuer

 

The Reporting Persons’ percentage ownership of Common Stock is based on 44,153,366 shares being outstanding.


(a)     As of November 21, 2008, BVF beneficially owns 2,965,373 shares of Common Stock, BVF2 beneficially owns 2,081,900 shares of Common Stock, BVLLC beneficially owns 7,196,800 shares of Common Stock, ILL10 beneficially owns 848,000 shares of Common Stock and each of Partners and BVF Inc. may be deemed to beneficially own 13,092,073 shares of Common Stock, representing percentage ownership of approximately 6.72%, 4.72%, 16.30%, 1.92% and 29.65%, respectively.
 
(b)     Each of BVF, BVF2, BVLLC and ILL10 shares with Partners voting and dispositive power over the Common Stock each such entity beneficially owns. Partners and BVF Inc. share voting and dispositive power over the 13,092,073 shares of Common Stock they may be deemed beneficially to own with BVF, BVF2 and BVLLC, and ILL10. 
 
(c)     Trades of Common Stock within the last 60 days have been made by the following Reporting Persons:

     

BVF

ILL10

BVF2

BVLLC

    

Date of Transaction

Type of Securities

Price Per Share

        

Exchange

Type of
Transaction

11/10/08

Common Stock

2.3500

317,500

80,000

220,000

801,000

NASDAQ

PURCHASE

11/11/08

Common Stock

2.2500

97,200

25,000

68,000

247,000

NASDAQ

PURCHASE

11/12/08

Common Stock

2.4500

89,000

23,000

62,000

226,000

NASDAQ

PURCHASE

11/19/08

Common Stock

2.6500

69,413

18,000

49,000

176,000

NASDAQ

PURCHASE

11/21/08

Common Stock

2.3952

81,900

21,000

56,000

203,000

NASDAQ

PURCHASE


ITEM 7. Material to be filed as Exhibits

A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A.

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.

Dated:

 

November 26, 2008

 

 

 

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 investment manager

 

 

 

 

 

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


*The Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Exhibit A
 
JOINT FILING AGREEMENT
 

The undersigned agree that this Schedule 13D/A dated November 26, 2008, relating to the Common Stock of ARQL shall be filed on behalf of the undersigned.

 


 

 

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 investment manager

 

 

 

 

 

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