Schedule 13G

-----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, QtEsXC07FJ7B8jC/JoW+ikY3x0WvODUcOVWxbmYHYkg/DMJ1Ry4U1OcL1H17oDSd fDWSBaqUEN/tolGZg5mOZg== 0001193125-08-021638.txt : 20080206 0001193125-08-021638.hdr.sgml : 20080206 20080206155225 ACCESSION NUMBER: 0001193125-08-021638 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080206 DATE AS OF CHANGE: 20080206 GROUP MEMBERS: QVT ASSOCIATES GP LLC GROUP MEMBERS: QVT FINANCIAL GP LLC GROUP MEMBERS: QVT FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISCORP, INC. CENTRAL INDEX KEY: 0001362718 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204857782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83507 FILM NUMBER: 08581460 BUSINESS ADDRESS: STREET 1: 11TH FLOOR, S. TOWER, JINJIANG TIMES STREET 2: GARDEN,107 JIN LI ROAD WEST CITY: CHENGDU, P.R. STATE: F4 ZIP: 610072 BUSINESS PHONE: 0086-028-86154737 MAIL ADDRESS: STREET 1: 11TH FLOOR, S. TOWER, JINJIANG TIMES STREET 2: GARDEN,107 JIN LI ROAD WEST CITY: CHENGDU, P.R. STATE: F4 ZIP: 610072 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QVT Financial LP CENTRAL INDEX KEY: 0001290162 IRS NUMBER: 113694008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Viscorp, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

92832T107

(CUSIP Number)

January 25, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	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 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).

Page 1 of 9

CUSIP No. 92832T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial LP 11-3694008
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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
		6. Shared Voting Power 1,619,000
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,619,000


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,619,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.99%
12.	Type of Reporting Person (See Instructions) PN

Page 2 of 9

CUSIP No. 92832T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Financial GP LLC 11-3694007
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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
		6. Shared Voting Power 1,619,000
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,619,000


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,619,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.99%
12.	Type of Reporting Person (See Instructions) OO

Page 3 of 9

CUSIP No. 92832T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Fund LP 98-0415217
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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
		6. Shared Voting Power 1,244,000
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,244,000


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,244,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 7.86%
12.	Type of Reporting Person (See Instructions) PN

Page 4 of 9

CUSIP No. 92832T107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). QVT Associates GP LLC 01-0798253
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
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
		6. Shared Voting Power 1,619,000
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,619,000


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,619,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.99%
12.	Type of Reporting Person (See Instructions) OO

Page 5 of 9

Item 1

(a).

Name of Issuer

Viscorp, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The address of the Issuer’s principal executive offices is:

11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu , Peoples Republic of China, 610072

Item 2

(a).

Name of Person Filing

Item 2

(b).

Address of Principal Business Office or, if none, Residence

Item 2

(c).

Citizenship

QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Partnership

QVT Financial GP LLC

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Liability Company

QVT Fund LP

Walkers SPV, Walkers House

Mary Street

George Town, Grand Cayman, KY1 9001 Cayman Islands

Cayman Islands Limited Partnership

QVT Associates GP LLC

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Liability Company

Item 2

(d).

Title of Class of Securities

Common stock, $0.001 par value per share (the “Common Stock”).

Item 2

(e).

CUSIP Number

The CUSIP number of the Common Stock is 92832T107.

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).).

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Page 6 of 9


Item 4.	Ownership.

	(a)	Amount beneficially owned:

		QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”) and for Quintessence Fund L.P. (“Quintessence”). On January 25, 2008, the Fund and Quintessence acquired 27 Units and 3 Units, respectively, from the Issuer. Each Unit consists of (a) $100,000 principal amount of 10% Convertible Exchangeable Notes due on or before June 30, 2009 (the “Notes”), (b) five-year warrants to purchase shares of Common Stock (the “Class A Warrants”), and (c) seven-year warrants to purchase shares of Common Stock (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The Notes will automatically be exchanged for shares of the Issuer’s 10% Series A Convertible Preferred Stock (“Preferred Stock”) at such time as the Issuer’s Certificate of Designation is filed with the Secretary of State of the State of Delaware. The Preferred Stock is convertible into Common Stock on a one-for-one basis, subject to adjustment. The Fund acquired 27 Units, consisting of (a) Notes convertible into an aggregate amount of 1,687,500 shares of Common Stock, (b) Series A Warrants to purchase an aggregate of 843,750 shares of Common Stock, and (c) Series B Warrants to purchase an aggregate of 843,750 shares of Common Stock. Quintessence acquired an aggregate amount of 3 Units, consisting of (a) Notes convertible into an aggregate amount of 187,500 shares of Common Stock, (b) Series A Warrants to purchase an aggregate of 93,750 shares of Common Stock, and (c) Series B Warrants to purchase an aggregate of 93,750 shares of Common Stock. The Notes, the Preferred Stock and the Warrants contain an issuance limitation prohibiting the holder of such Notes, Preferred Stock and Warrants from converting the Notes or Preferred Stock or exercising the Warrants to the extent that such conversion or exercise would result in beneficial ownership by such holder and certain related parties of more than 9.99% of the Common Stock then issued and outstanding. Due to the issuance limitation described above, the Fund beneficially owns 1,244,000 shares of Common Stock, consisting of the shares of Common Stock issuable upon conversion of the Notes or Preferred Stock and exercise of the Warrants. Quintessence beneficially owns 375,000 shares of Common Stock, consisting of the shares of Common Stock issuable upon conversion of the Notes or Preferred Stock and exercise of the Warrants. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund and Quintessence. Accordingly, taking into account the issuance limitation, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,619,000 shares of Common Stock, consisting of the shares underlying the Notes or Preferred Stock and Warrants owned by the Fund and Quintessence. The aggregate number of shares of Common Stock issuable to the Fund if the Notes or Preferred Stock were fully converted and all Warrants exercised is 3,375,000. The aggregate number of shares of Common Stock of which QVT Financial would be deemed to be the beneficial owner if the Fund and Quintessence fully converted all of their Notes or Preferred Stock and exercised all of their Warrants is 3,750,000. Due to the issuance limitation, the Notes, Preferred Stock and Warrants held by the Fund are currently exercisable for 1,244,000 shares of Common Stock, and the number of shares of Common Stock of which QVT Financial may currently be deemed to be the beneficial owner is 1,619,000. The remaining shares of Common Stock underlying the Notes or Preferred Stock and the Warrants may not be issued unless the Fund and Quintessence provide notice to the Issuer 61 days prior to conversion of the Notes or Preferred Stock or the exercise of the Warrants that this limitation will not apply. QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund and Quintessence, may be deemed to beneficially own the aggregate number of shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an aggregate amount of 1,619,000 shares of Common Stock (taking into account the issuance limitation described above). Each of QVT Financial and QVT Financial GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund and Quintessence. QVT Associates GP LLC disclaims beneficial ownership of all shares of Common Stock owned by the Fund and Quintessence, except to the extent of its pecuniary interest therein. The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon the sum of (i) 14,587,200 shares of Common Stock outstanding, which is the total number of shares issued and outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2008, and (ii) the number of shares of Common Stock issuable upon conversion of the Notes or Preferred Stock and exercise of the Warrants held by such reporting person.

	(b)	Percent of class:

		See Item 11 of the Cover Pages to this Schedule 13G.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			0

		(ii)	Shared power to vote or to direct the vote

			See item (a) above.

		(iii)	Sole power to dispose or to direct the disposition of

			0

		(iv)	Shared power to dispose or to direct the disposition of

			See item (a) above.

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 ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable

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 the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

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.

Page 7 of 9

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: February 6, 2008


QVT FINANCIAL LP		QVT FUND LP

By QVT Financial GP LLC,		By QVT Associates GP LLC,
its General Partner		its General Partner

By:	/s/ Nicholas Brumm	By:	/s/ Nicholas Brumm
Name:	Nicholas Brumm	Name:	Nicholas Brumm
Title:	Managing Member	Title:	Managing Member

By:	/s/ Lars Bader	By:	/s/ Lars Bader
Name:	Lars Bader	Name:	Lars Bader
Title:	Managing Member	Title:	Managing Member

QVT FINANCIAL GP LLC		QVT ASSOCIATES GP LLC

By:	/s/ Nicholas Brumm	By:	/s/ Nicholas Brumm
Name:	Nicholas Brumm	Name:	Nicholas Brumm
Title:	Managing Member	Title:	Managing Member

By:	/s/ Lars Bader	By:	/s/ Lars Bader
Name:	Lars Bader	Name:	Lars Bader
Title:	Managing Member	Title:	Managing Member

Page 8 of 9

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 6, 2008


QVT FINANCIAL LP		QVT FUND LP

By QVT Financial GP LLC,		By QVT Associates GP LLC,
its General Partner		its General Partner

By:	/s/ Nicholas Brumm	By:	/s/ Nicholas Brumm
Name:	Nicholas Brumm	Name:	Nicholas Brumm
Title:	Managing Member	Title:	Managing Member

By:	/s/ Lars Bader	By:	/s/ Lars Bader
Name:	Lars Bader	Name:	Lars Bader
Title:	Managing Member	Title:	Managing Member

QVT FINANCIAL GP LLC		QVT ASSOCIATES GP LLC

By:	/s/ Nicholas Brumm	By:	/s/ Nicholas Brumm
Name:	Nicholas Brumm	Name:	Nicholas Brumm
Title:	Managing Member	Title:	Managing Member

By:	/s/ Lars Bader	By:	/s/ Lars Bader
Name:	Lars Bader	Name:	Lars Bader
Title:	Managing Member	Title:	Managing Member

Page 9 of 9

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