Aeolus Pharmaceuticals, Inc.
|
(Name of Issuer)
|
Common Stock, $0.01 par value per share
|
(Title of Class of Securities)
|
00765G109
|
(CUSIP Number)
|
December 31, 2015
|
(Date of Event Which Requires Filing of this Statement)
|
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
|
NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
|
||
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
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
7,350,669 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
7,350,669 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,350,669 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%(1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
|
||
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
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
3,730,929 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
3,730,929 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,730,929 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%(1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BVF Investments, L.L.C.
|
||
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
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
352,980
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
352,980
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,980
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
Biotechnology Value Trading Fund OS LP
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN (1)
|
1
|
NAME OF REPORTING PERSON
BVF Partners OS Ltd.
|
||
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
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
0 shares (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
0 shares (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1)
|
||
12
|
TYPE OF REPORTING PERSON
CO (1)
|
1
|
NAME OF REPORTING PERSON
BVF Partners L.P.
|
||
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
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
15,213,480 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
15,213,480 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,213,480 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
BVF Inc.
|
||
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
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
15,213,480 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
15,213,480 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,213,480 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Mark N. Lampert
|
||
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
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
15,213,480 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
15,213,480 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,213,480 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Item 2(c).
|
Citizenship
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
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:
|
|
/x/
|
Not applicable.
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4.
|
Ownership
|
|
(a)
|
Amount beneficially owned:
|
|
Effective on December 31, 2015, the Reporting Persons held warrants exercisable for an aggregate of 8,000,000 shares of Common Stock (the “Warrants”). Such Warrants have an initial exercise price of $0.25 per Share, subject to adjustment pursuant to the terms of the warrants, and expire on February 19, 2018. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), more than 9.98% of the number of shares of Common Stock then issued and outstanding. As of December 31, 2015, the Warrant exercise limitation described in the prior sentence limits the aggregate exercise of Warrants by the Reporting Persons to 0 out of the 8,000,000 shares of Common Stock underlying the Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed the Warrants owned by each of BVF, BVF2, Trading Fund OS, and the Partners Management Accounts (defined below) would not be exercised, due to the aggregate 9.98% limitation.
|
|
In addition to the Warrants, the Reporting Persons hold warrants exercisable for an aggregate of 25,868,948 shares of Common Stock (the “2015 Warrants”). Such 2015 Warrants have an exercise price of $0.22 per Share and expire on December 10, 2020. The 2015 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding. As of December 31, 2015, the 2015 Warrant exercise limitation described in the prior sentence limits the aggregate exercise of 2015 Warrants by the Reporting Persons to 651,900 out of the 25,868,948 shares of Common Stock underlying the 2015 Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed the 2015 Warrants owned by each of BVF2, Trading Fund OS and the Partners Management Accounts would not be exercised, and the 2015 Warrants held by BVF would only be exercised to acquire 651,900 shares of Common Stock which would bring the Reporting Persons to the aggregate 9.99% limitation. BVF holds 2015 Warrants to acquire 10,664,352 additional shares which are excluded herein as a result of the 9.99% limitation.
|
|
In addition to the Warrants and the 2015 Warrants, the Reporting Persons hold 4,500 shares of Series C convertible preferred stock convertible into an aggregate of 20,454,545 shares of Common Stock (the “Preferred Stock”). The Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding. As of December 31, 2015, the Preferred Stock conversion limitation limits the aggregate exercise of Preferred Stock to 0 out of 20,454,545 shares of Common Stock.
|
|
The Reporting Persons may choose to exercise the 2015 Warrants, Warrants or Preferred Stock in other amounts among the Reporting Persons, while continuing to comply with the respective aggregate 9.99%, 9.98% or 9.99% limitation.
|
|
As of the close of business on December 31, 2015, (i) BVF beneficially owned 7,350,669 shares of Common Stock, including 651,900 shares of Common Stock issuable upon the exercise of 2015 Warrants held by it, and excluding (a) 10,664,352 shares of Common Stock issuable upon the exercise of 2015 Warrants held by it, (b) 3,661,915 shares of Common Stock issuable upon the exercise of Warrants held by it, and (c) 8,677,272 shares of Common Stock issuable upon the conversion of 1,909 shares of Preferred Stock; (ii) BVF2 beneficially owned 3,730,929 shares of Common Stock, excluding (a) 6,732,376 shares of Common Stock issuable upon the exercise of 2015 Warrants held by it, (b) 1,957,575 shares of Common Stock issuable upon the exercise of Warrants held by it, and (c) 5,213,636 shares of Common Stock issuable upon the conversion of 1,147 shares of Preferred Stock; (iii) BVLLC beneficially owned 352,980 shares of Common Stock and (iv) Trading Fund OS beneficially owned 0 shares of Common Stock, excluding (a) 3,086,364 shares of Common Stock issuable upon the exercise of 2015 Warrants held by it, and (b) 3,086,363 shares of Common Stock issuable upon the conversion of 679 shares of Preferred Stock.
|
|
Partners OS as the general partner of Trading Fund OS may be deemed to beneficially own the 0 shares of Common Stock beneficially owned by Trading Fund OS.
|
|
Partners, as the general partner of BVF, BVF2, the manager of BVLLC, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 15,213,480 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, Trading Fund OS, and certain Partners management accounts (the “Partners Management Accounts”), including 3,778,902 shares of Common Stock held in the Partners Management Accounts, and excluding (a) 4,733,956 shares of Common Stock issuable upon the exercise of 2015 Warrants, (b) 2,380,510 shares of Common Stock issuable upon the exercise of Warrants, and (c) 3,477,272 shares of Common Stock issuable upon the conversion of 765 shares of Preferred Stock.
|
|
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 15,213,480 shares of Common Stock beneficially owned by Partners.
|
|
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 15,213,480 shares of Common Stock beneficially owned by BVF Inc.
|
|
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, BVLLC, Trading Fund OS, and the Partners Management Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
|
|
(b)
|
Percent of class:
|
|
The following percentages are based on 151,559,745 shares of Common Stock outstanding as of December 31, 2015, as disclosed in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC) on January 26, 2016 and assumes the additional issuance of shares on the exercise of the 2015 Warrants.
|
|
As of the close of business on December 31, 2015 (i) BVF beneficially owned approximately 4.8% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 2.5% of the outstanding shares of Common Stock, (iii) BVLLC may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (iv) Trading Fund OS beneficially owned 0% of the outstanding shares of Common Stock (v) Partners OS may be deemed to beneficially own 0% of the outstanding shares of Common Stock, and (vi) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock (approximately 2.5% of which is held in the Partners Management Accounts).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
See Cover Pages Items 5-9.
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
See Cover Pages Items 5-9.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
See Cover Pages Items 5-9.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
See Cover Pages Items 5-9.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
||||
|
BVF INC.
|
|||
By:
|
BVF Partners L.P., its general partner
|
|
||
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|||
By:
|
/s/ Mark N. Lampert
|
President
|
||
Mark N. Lampert
|
||||
President
|
|
|||
|
||||
|
MARK N. LAMPERT
|
|||
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||||
|
/s/ Mark N. Lampert
|
|||
By:
|
BVF Partners L.P., its general partner
|
|||
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 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
|
BVF PARTNERS OS LTD.
|
||||
|
||||
By:
|
BVF Partners L.P., its sole member
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
||||
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
||||
By:
|
BVF Partners L.P., its investment manager
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
||||
|
BVF INC.
|
|||
By:
|
BVF Partners L.P., its general partner
|
|
||
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|||
By:
|
/s/ Mark N. Lampert
|
President
|
||
Mark N. Lampert
|
||||
President
|
|
|||
|
||||
|
MARK N. LAMPERT
|
|||
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||||
|
/s/ Mark N. Lampert
|
|||
By:
|
BVF Partners L.P., its general partner
|
|||
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 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
|
BVF PARTNERS OS LTD.
|
||||
|
||||
By:
|
BVF Partners L.P., its sole member
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
||||
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
||||
By:
|
BVF Partners L.P., its investment manager
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|