TALON THERAPEUTICS, INC.
|
(Name of Issuer)
Common Stock, $0.001 par value per share
|
(Title of Class of Securities)
87484H104
|
(CUSIP Number)
|
James E. Flynn
Deerfield Capital, L.P.
780 Third Avenue, 37th Floor
New York, New York 10017
(212) 551-1600
With a copy to:
Mark I. Fisher, Esq.
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 29, 2012
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 87484H104
|
Page 2 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Capital, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX 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
16,895,022 Shares (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
16,895,022 Shares (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,895,022 Shares (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.85% (2)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 3 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Special Situations Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX 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
1,130,709 Shares (3)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,130,709 Shares (3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,130,709 Shares (3)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92% (4)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 4 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX 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
6,037,726 Shares (5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
6,037,726 Shares (5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,037,726 Shares (5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.69% (6)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 5 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design International, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
9,726,587 Shares (7)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,726,587 Shares (7)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,726,587 Shares (7)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.90% (8)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 6 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Management Company, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX 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
2,078,081 Shares (9)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,078,081 Shares (9)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,078,081 Shares (9)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.70% (10)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 7 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Special Situations Fund International, Limited
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,078,081 Shares (11)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,078,081 Shares (11)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,078,081 Shares (11)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.70% (12)
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 87484H104
|
Page 8 of 16 Pages
|
1
|
NAME OF REPORTING PERSONS
James E. Flynn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
18,973,103 Shares (13)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
18,973,103 Shares (13)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,973,103 Shares (13)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.80% (14)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Reporting Persons
|
(2)
|
Deerfield Capital
|
(3)
|
Deerfield Special Situations Fund
|
(4)
|
Deerfield Private Design Fund
|
(5)
|
Deerfield Private Design International
|
(6)
|
Deerfield Management
|
(7)
|
Deerfield Special Situations International
|
(8)
|
Flynn
|
(1)
|
Deerfield Capital
|
(2)
|
Deerfield Special Situations Fund
|
(3)
|
Deerfield Private Design Fund
|
(4)
|
Deerfield Private Design International
|
(5)
|
Deerfield Management
|
(6)
|
Deerfield Special Situations International
|
(7)
|
Flynn
|
Date
|
Seller
|
Number of Shares of Common Stock Sold
|
Price
|
06/26/2012
|
Deerfield Special Situations Fund, L.P.
|
6,597
|
$0.98
|
06/26/2012
|
Deerfield Special Situations Fund International, Limited
|
13,005
|
$0.98
|
06/26/2012
|
Deerfield Private Design Fund, L.P.
|
16,358
|
$0.98
|
06/26/2012
|
Deerfield Private Design International, L.P.
|
26,357
|
$0.98
|
06/27/2012
|
Deerfield Special Situations Fund, L.P.
|
12,307
|
$1.00
|
06/27/2012
|
Deerfield Special Situations Fund International, Limited
|
24,262
|
$1.00
|
06/27/2012
|
Deerfield Private Design Fund, L.P.
|
30,517
|
$1.00
|
06/27/2012
|
Deerfield Private Design International, L.P.
|
49,170
|
$1.00
|
06/28/2012
|
Deerfield Special Situations Fund, L.P.
|
23,268
|
$1.07
|
06/28/2012
|
Deerfield Special Situations Fund International, Limited
|
45,871
|
$1.07
|
06/28/2012
|
Deerfield Private Design Fund, L.P.
|
57,697
|
$1.07
|
06/28/2012
|
Deerfield Private Design International, L.P.
|
92,964
|
$1.07
|
06/29/2012
|
Deerfield Special Situations Fund, L.P.
|
20,604
|
$1.14
|
06/29/2012
|
Deerfield Special Situations Fund International, Limited
|
40,619
|
$1.14
|
06/29/2012
|
Deerfield Private Design Fund, L.P.
|
51,091
|
$1.14
|
06/29/2012
|
Deerfield Private Design International, L.P.
|
82,321
|
$1.14
|
07/02/2012
|
Deerfield Special Situations Fund, L.P.
|
17,629
|
$1.20
|
07/02/2012
|
Deerfield Special Situations Fund International, Limited
|
34,752
|
$1.20
|
07/02/2012
|
Deerfield Private Design Fund, L.P.
|
43,713
|
$1.20
|
07/02/2012
|
Deerfield Private Design International, L.P.
|
70,433
|
$1.20
|
07/03/2012
|
Deerfield Special Situations Fund, L.P.
|
58,303
|
$1.33
|
07/03/2012
|
Deerfield Special Situations Fund International, Limited
|
114,937
|
$1.33
|
07/03/2012
|
Deerfield Private Design Fund, L.P.
|
144,572
|
$1.33
|
07/03/2012
|
Deerfield Private Design International, L.P.
|
232,940
|
$1.33
|
07/05/2012
|
Deerfield Special Situations Fund, L.P.
|
57,165
|
$1.22
|
07/05/2012
|
Deerfield Special Situations Fund International, Limited
|
112,693
|
$1.22
|
07/05/2012
|
Deerfield Private Design Fund, L.P.
|
141,750
|
$1.22
|
07/05/2012
|
Deerfield Private Design International, L.P.
|
228,392
|
$1.22
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 99.24
|
Amendment to the 2012 Investment Agreement (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on July 5, 2012).
|
DEERFIELD CAPITAL, L.P.
|
|||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD PRIVATE DESIGN FUND, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
|||
By:
|
Flynn Management LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
|
|||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
||
JAMES E. FLYNN
|
|||
/s/ Jonathan Isler
|
|||
Jonathan Isler, Attorney-in-Fact*
|