-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IqMcWLNqbfSuVRoK2f1QPqP7k/W8ldDBE/v8NKZ9i66pjk6JKsMeHxW+iNf5zpW/ Di7EcJ4jSIcm9RHGLt3YjA== 0001193125-10-101598.txt : 20100430 0001193125-10-101598.hdr.sgml : 20100430 20100430151850 ACCESSION NUMBER: 0001193125-10-101598 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100430 DATE AS OF CHANGE: 20100430 GROUP MEMBERS: NGN BIOMED I, GP, L.P. GROUP MEMBERS: NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: NGN CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAVELIN PHARMACEUTICALS, INC CENTRAL INDEX KEY: 0000050710 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880471759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62367 FILM NUMBER: 10786710 BUSINESS ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-349-4500 MAIL ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: INTRAC INC DATE OF NAME CHANGE: 20010313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NGN BioMed Opportunity I L P CENTRAL INDEX KEY: 0001291349 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-7926 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 dsc13da.htm AMENDMENT NO.2 TO SCHEDULE 13D Amendment No.2 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)*

 

 

JAVELIN PHARMACEUTICALS, INC.

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

471894105

(CUSIP Number)

GEORG NEBGEN

NGN CAPITAL LLC

369 LEXINGTON AVE., 17TH FLOOR

NEW YORK, NY 10017 (212) 972-0077

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

APRIL 23, 2010

(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, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

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).

 

 

 


CUSIP NO. 471894105

  13D/A   PAGE 2 OF 8 PAGES

 

  1   

NAMES OF REPORTING PERSONS.

 

    NGN Biomed Opportunity I, L.P.

 

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

    20-1073993

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  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

 

    1,315,573

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,315,573

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,315,573

12

 

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

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    2.0%

14

 

TYPE OF REPORTING PERSON

 

    PN


CUSIP NO. 471894105

  13D/A   PAGE 3 OF 8 PAGES

 

  1   

NAMES OF REPORTING PERSONS.

 

    NGN BioMed I, GP, L.P.

 

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

    20-1073886

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  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

 

    1,315,573

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,315,573

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,315,573

12

 

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

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    2.0%

14

 

TYPE OF REPORTING PERSON

 

    PN

 


CUSIP NO. 471894105

  13D/A   PAGE 4 OF 8 PAGES

 

  1   

NAMES OF REPORTING PERSONS.

 

    NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG

 

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

    N/A

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    951,093

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    951,093

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    951,093

12

 

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

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.5%

14

 

TYPE OF REPORTING PERSON

 

    OO


CUSIP NO. 471894105

  13D/A   PAGE 5 OF 8 PAGES

 

  1   

NAMES OF REPORTING PERSONS.

 

    NGN Capital, LLC

 

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

    20-0116564

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  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

 

    2,367,310

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    2,367,310

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,367,310

12

 

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

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    3.7%

14

 

TYPE OF REPORTING PERSON

 

    OO


CUSIP NO. 471894105

  13D/A   PAGE 6 OF 8 PAGES

 

Item 1. Security and Issuer

This Amendment No. 2 to the Statement on Schedule 13D (“Amendment No. 2”) relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Javelin Pharmaceuticals, Inc., a corporation incorporated under the laws of the State of Delaware (“Javelin,” the “Company,” or the “Issuer”). The principal executive office of the Issuer is located at 125 Cambridge Park Drive, Cambridge, MA 02140.

This Amendment No. 2 relates to sales of shares of Common Stock of the Issuer by the Reporting Persons effected on April 23, 2010, as set forth in Item 5(c) hereof.

 

Item 2. Identity and Background

(a) This Statement is being filed by (1) NGN Biomed Opportunity I, L.P. (“NGN Biomed Opportunity I”); (2) NGN BioMed I, GP, L.P. (“NGN GP”) which is the sole general partner of NGN Biomed Opportunity I; (3) NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG (“NGN Biomed Opportunity I GmbH”); and (4) NGN Capital, LLC (“NGN Capital”), which is the sole general partner of NGN GP and the managing limited partner of NGN Biomed Opportunity I GmbH (each a “Reporting Person” and collectively, the “Reporting Persons”).

(b) The residence or business address of each of the Reporting Persons is 369 Lexington Avenue, 17th Floor, New York, New York 10017.

(c) The principal business of NGN Biomed Opportunity I and NGN Biomed Opportunity I GmbH is investing in securities and other investment instruments. The principal business of NGN GP is to act as general partner of NGN Biomed Opportunity I. The principal business of NGN Capital is to act as the general partner of NGN GP and the managing limited partner of NGN Biomed Opportunity I GmbH.

(d)(e) During the last five years, none of the persons listed in Item 2(a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) NGN Biomed Opportunity I and NGN GP are Delaware limited partnerships. NGN Biomed Opportunity I GmbH is a German limited liability partnership. NGN Capital is a Delaware limited liability company.

 

Item 3. Source and Amount of Funds or Other Consideration

On November 7, 2005 pursuant to that certain Securities Purchase Agreement dated as of November 3, 2005 by and among the Issuer, NGN Biomed Entities and the other investors named therein (the “Securities Purchase Agreement”), NGN Biomed Opportunity I acquired 1,805,689 shares of Common Stock of the Issuer and a common stock purchase warrant (“Warrant”) to purchase 90,284 shares of Common Stock of the Issuer for a total purchase price of $4,062,800.00 The working capital of NGN Biomed Opportunity I GmbH was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

On May 31, 2007 NGN Biomed Opportunity I exercised a Warrant for 90,284 shares of Common Stock of the Issuer for $203,139. The working capital of NGN Biomed Opportunity I GmbH was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

On November 7, 2005 pursuant to the Securities Purchase Agreement, NGN Biomed Opportunity I GmbH acquired 1,305,422 shares of Common Stock of the Issuer and a Warrant to purchase 65,271 shares of Common Stock of the Issuer for a total purchase price of $2,937,200.00. The working capital of NGN Biomed Opportunity I GmbH was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

On May 31, 2007 NGN Biomed Opportunity I GmbH exercised a Warrant for 65,271 shares of Common Stock of the Issuer for $146,859.75. The working capital of NGN Biomed Opportunity I GmbH was the source of funds for this purchase. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

On December 8, 2006, January 3, 2007 and May 1, 2009, the Issuer granted options exercisable for 50,000 shares (at $4.19 per share), 26,644 shares (at $4.98 per share) and 24,000 shares (at $1.26 per share), respectively, to a managing member of NGN Capital who serves as a director of the Issuer. Pursuant to Operating Agreement for NGN Capital the director holds the options for the benefit of NGN Capital. The director disclaims beneficial ownership of such options except for his pecuniary interest therein, if any.

 

Item 4. Purpose of Transaction

The Reporting Persons acquired and continue to hold the shares of Common Stock reported herein for investment purposes. The Reporting Persons intend to review continuously their position in the Issuer. Depending on market conditions and other factors that the Reporting Persons may deem relevant to their investment decisions, the Reporting Persons may in the future acquire additional shares of Common Stock, or options or other derivative securities related to the Common Stock, in the open market or in privately negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of its shares of Common Stock, or options or other derivative securities related to the shares of Common Stock, in one or more transactions, in each case to the extent then permitted by applicable law and regulation.

NGN Biomed Opportunity I and NGN Biomed Opportunity I GmbH (collectively, the “NGN Biomed Entities”) acquired its respective shares of Common Stock pursuant to the Securities Purchase Agreement. The Securities Purchase Agreement provides for the purchase and sale of an aggregate of 14,222,215 shares of Common Stock at a price per share of $2.25, and includes standard representations and warranties of the Issuer and


CUSIP NO. 471894105

  13D/A   PAGE 7 OF 8 PAGES

 

the investors, as well as additional terms and conditions, including those set forth below. The representations and warranties survive the closing. Javelin has agreed to indemnify the investors and specified related parties against damages with respect to breaches of the representations, warranties and covenants of Javelin in the Securities Purchase Agreement. The Securities Purchase Agreement may be modified, waived or amended pursuant to an instrument in writing signed by the Issuer and each investor. In addition, NGN Biomed Entities acquired warrants to purchase up to an aggregate of 155,556 shares of Common Stock exercisable at $2.25 per share for five years pursuant to the Securities Purchase Agreement.

On May 31, 2007, the NGN Biomed Entities exercised Warrants for 155,555 shares of Common Stock of the Issuer for $349,9998.15.

COVENANTS

Javelin’s affirmative covenants under the Securities Purchase Agreement include obligations related to providing the NGN Entities with a right of first refusal on future issuances of securities by Javelin; right to an have a representative observe and receive all materials provided to the Board of Directors and any committee thereof; listing, and maintenance of such listing, of its common stock on the Nasdaq National Market, Nasdaq SmallCap Market or the American Stock Exchange; removing the legends on the certificates representing the shares purchased by the investors (subject to liquidated damages if such removal is delayed); and providing information required by Rule 144 under the Securities Act of 1933.

Javelin’s negative covenants relate to obligations not to, without the prior consent of certain investors including the NGN Entities, enter into a transaction involving an acquisition by Javelin of another entity or of certain assets (regardless of the structure of the transaction); create any security with an equity component unless that security is junior to the Common Stock or, subject to specified exceptions, issue any equity securities; repurchase, redeem or pay dividends on any shares of capital stock (except for dividends or other distributions payable on the common stock solely in the form of additional shares of common stock); and until the first anniversary of the date the registration statement covering the shares issued in pursuant to the Securities , effect any stock split or reclassification of the Common Stock.

REGISTRATION RIGHTS

Javelin has agreed, pursuant to a Registration Rights Agreement dated as of November 7, 2005 by and among the Issuer, the NGN entities and the other investors (the “Registration Rights Agreement”), to prepare and file within 30 days of closing a registration statement with the Commission covering the resale of 113% of the shares of common stock issued pursuant to the Securities Purchase Agreement and upon exercise of the Warrants (the “Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Agreement, and shall use its best efforts to cause the registration statement to be declared effective under the Securities Act on or prior to the 60th calendar day following November 7, 2005 (the “Required Effective Date”). However, if the registration statement received Commission review, the Required Effective Date shall be the earlier to occur of (i) the fifth business day after the Commission advises the Company that it has no further comments on the Registration Statement and (ii) the 120th calendar day after the date hereof. The Company shall use its best efforts to keep such registration statement continuously effective under the Securities Act until all Registrable Securities covered by such registration statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected holders (the “Effectiveness Period”).

If: (i) a registration statement is not filed on or prior to its Filing Date (if the Company files a registration statement without affording the holders the opportunity to review and comment on the same as required, the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) trading days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a registration statement will not be “reviewed,” or not subject to further review, or (iii) prior to its Required Effective Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement after the receipt of comments by or notice from the Commission that such amendment is required in order for a registration statement to be declared effective, or (iv) a registration statement filed or required to be filed is not declared effective by the Commission by its Required Effective Date, or (v) after the Required Effective Date, a registration statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the holders are not permitted to utilize the prospectus therein to resell such Registrable Securities for 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12-month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five trading day period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall pay to each Holder an amount in cash or, at the election of the certain investors, in shares of Common Stock, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Registrable Securities then held by such holder. If the Company fails to pay any partial liquidated damages pursuant to this provision in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. However, the Reporting Persons reserve the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent it deems advisable.


CUSIP NO. 471894105

  13D/A   PAGE 8 OF 8 PAGES

 

Item 5. Interest in Securities of the Issuer.

(a) (b) As of the date of this Statement, NGN Biomed Opportunity I is the record holder of 1,315,573 shares of Common Stock (the “NGN Biomed Opportunity I Shares”) and NGN Biomed Opportunity I GmbH is the record holder of 951,093 shares of Common Stock (the “NGN Biomed Opportunity I GmbH Shares”). As sole general partner of NGN Biomed Opportunity I, NGN GP along with NGN Capital, the sole general partner of NGN GP, may be deemed to beneficially own the NGN Biomed Opportunity I Shares. As the sole managing limited partner of NGN Biomed Opportunity I GmbH, NGN Capital may be deemed to beneficially own the NGN Biomed Opportunity I GmbH Shares. By virtue of the relationship among NGN Biomed Opportunity I, NGN Biomed Opportunity I GmbH, NGN GP and NGN Capital, each of the Reporting Persons may be deemed to share the power to direct the disposition and vote of the NGN Biomed Opportunity I Shares and the NGN Biomed Opportunity I GmbH Shares, for an aggregate of 2,266,666 shares of Common Stock (the “Record Shares”). NGN Capital may be deemed to be the indirect beneficial owner of options to purchase 100,644 shares of Common Stock of the Issuer (the “Options”) The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-1(b)(ii)(H). Each Reporting Person also expressly disclaims beneficial ownership of any shares of Common Stock of the Issuer, except for the shares, if any, such Reporting Person holds of record.

The Record Shares and Options represent approximately 3.7% of the Common Stock outstanding, based upon (i) 64,368,371 shares of Common Stock reported by the Issuer to be outstanding as of March 4, 2010 in an Annual Report on Form 10-K filed on March 8, 2010.

(c) None of the Reporting Persons has effected any transactions in the shares of Common Stock in the past sixty days, except as follows:

On April 23, 2010, NGN Biomed Opportunity I sold 565,890 shares of Common Stock of the Issuer at a price of $2.18 per share and 14,510 shares of Common Stock of the Issuer at a price of $2.19 per share; and NGN Biomed Opportunity I GmbH sold 409,110 shares of Common Stock of the Issuer at a price of $2.18 per share and 10,490 shares of Common Stock of the Issuer at a price of $2.19 per share.

(d) Not applicable.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants, the Options and the transactions described in this Schedule, none of the Reporting Persons have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

 

Item 7. Material to be filed as Exhibits

 

Exhibit 1.    Agreement of Joint Filing
*Exhibit 2.    Securities Purchase Agreement, dated as of November 3, 2005, by and among Javelin Pharmaceuticals, Inc., and the investors set forth therein and incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 11, 2005.
*Exhibit 3.    Registration Rights Agreement, dated as of November 7, 2005, by and among Javelin Pharmaceuticals, Inc. and each of the shareholders set forth therein and incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 11, 2005.
*Exhibit 4.    Common Stock Purchase Warrant, dated as of November 7, 2005, by and between Javelin Pharmaceuticals, Inc. and each of the NGN Biomed Entities and incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 11, 2005 and exercisable for the number of shares as set forth below:
   NGN Biomed Opportunity I, L.P. – 90,284 shares of Common Stock
   NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG – 65,271 shares of Common Stock

 

* previously filed


CUSIP NO. 471894105

  13D/A  

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

Date: April 30, 2010

 

NGN BIOMED OPPORTUNITY I, L.P.

By:

  NGN Biomed I GP, L.P., its General Partner
BY:   NGN Capital LLC, its General Partner
By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing Member

 

NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG

By:   NGN Capital, LLC, its Managing Limited Partner
By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing General Partner

 

NGN BIOMED I GP, L.P.

By:

  NGN Capital LLC, its General Partner
By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing Member

 

NGN CAPITAL LLC

By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing Member


Exhibit 1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Javelin Pharmaceuticals, Inc.

EXECUTED this 30th day of April, 2010.

 

NGN BIOMED OPPORTUNITY I, L.P.

By:

  NGN Biomed I GP, L.P., its General Partner

By:

  NGN Capital LLC, its General Partner
By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing Member

NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS KG

 

By:

  NGN Capital, LLC, its Managing Limited Partner
By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing General Partner

 

NGN BIOMED I GP, L.P.

By:

  NGN Capital LLC, its General Partner
By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing Member

 

NGN CAPITAL LLC

By:   /S/    GEORG NEBGEN        
  Georg Nebgen, Ph.D.,
  Managing Member
-----END PRIVACY-ENHANCED MESSAGE-----