0001393825-12-000011.txt : 20120321
0001393825-12-000011.hdr.sgml : 20120321
20120321095048
ACCESSION NUMBER: 0001393825-12-000011
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120321
DATE AS OF CHANGE: 20120321
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: BIONOVO INC
CENTRAL INDEX KEY: 0001203957
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80658
FILM NUMBER: 12704942
BUSINESS ADDRESS:
STREET 1: 5858 HORTON STREET
STREET 2: SUITE 400
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
BUSINESS PHONE: 510-601-2000
MAIL ADDRESS:
STREET 1: 5858 HORTON STREET
STREET 2: SUITE 400
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
FORMER COMPANY:
FORMER CONFORMED NAME: BIONOVO
DATE OF NAME CHANGE: 20051222
FORMER COMPANY:
FORMER CONFORMED NAME: BioMETRX (formerly MarketShare)
DATE OF NAME CHANGE: 20051118
FORMER COMPANY:
FORMER CONFORMED NAME: BIONOVO, INC.
DATE OF NAME CHANGE: 20050630
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G
1
BNVI_SC13G.txt
BIONOVO, INC. SC13G
1
BNVI_sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Bionovo, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
090643206
(CUSIP Number)
March 12, 2012
(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 10 Pages
CUSIP No. 090643206 13G Page 2 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(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% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 9.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported
in rows (6), (8) and (9) show the number of shares of Common Stock that would
be issuable upon full exercise of such reported securities and do not give
effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 090643206 13G Page 3 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(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% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 9.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported
in rows (6), (8) and (9) show the number of shares of Common Stock that would
be issuable upon full exercise of such reported securities and do not give
effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 090643206 13G Page 4 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,496,803 shares of Common Stock
Warrants to purchase up to 5,742,922 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(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% (See Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 9.99% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported
in rows (6), (8) and (9) show the number of shares of Common Stock that would
be issuable upon full exercise of such reported securities and do not give
effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to
such blocker, is less than the number of securities reported in rows (6),
(8) and (9).
CUSIP No. 090643206 13G Page 5 of 10 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Bionovo, Inc. a Delaware corporation (the 'Company').
(b) Address of Issuer's Principal Executive Offices
5858 Horton Street
Suite 400
Emeryville, California 94608
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay Capital
Management, L.P. (the 'Investment Manager') and Mr. Sander Gerber ('Mr.
Gerber'), who are collectively referred to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Investment Manger
and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
The address of the principal business office of Hudson Bay Master
Fund Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the 'Common Stock')
Item 2(e) CUSIP Number
090643206
CUSIP No. 090643206 13G Page 6 of 10 Pages
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Item 3. If this statement is filed pursuant to ss.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 ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association 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) [ ] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution: _____________________
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in
Rows 5 - 11 of the cover page for each Reporting Person hereto and is
incorporatedherein by reference for each such Reporting Person.
The Company's Prospectus Supplement filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(5) on March 13, 2012, indicates
that the total number of outstanding shares of Common Stock upon completion
of the offering made pursuant to such Prospectus is 78,345,566. The
percentages set forth on Row (ll) of the cover page for each Reporting
Person is based on the Company's outstanding shares of Common Stock and
assumes the exercise of the reported warrants (the 'Reported Warrants')
subject to the 9.99% Blocker (as defined below).
CUSIP No. 090643206 13G Page 7 of 10 Pages
-----------------------------------------------------------------------------
Pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise any of the Reported Warrants until such time as
the Reporting Persons would not beneficially own, after any such exercise,
more than 9.99% of the outstanding shares of Common Stock (the '9.99%
Blocker') and the percentage set forth in Row (11) of the cover page for
each Reporting Person gives effect to the 9.99% Blocker. Consequently, at
this time, the Reporting Persons are not able to exercise all of the Reported
Warrants due to the 9.99% Blocker.
In addition to the reported shares of Common Stock and the Reported
Warrants, Hudson Bay Master Fund Ltd. holds four series of Warrants to
purchase an aggregate of up to 1,587,025 shares of Common Stock. However,
pursuant to the terms of these Warrants, Hudson Bay Master Fund Ltd.
cannot exercise any of these Warrants unless the Reporting Persons would not
beneficially own, immediately after any such exercise, more than 4.99% of
the outstanding shares of Common Stock (the '4.99% Blocker'). As of the
date hereof, because of the 4.99% Blocker, the Reporting Persons do not
beneficially own any shares of Common Stock underlying these Warrants.
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of all
shares of Common Stock held by Hudson Bay Master Fund Ltd.. Mr. Gerber serves
as the managing member of Hudson Bay Capital GP LLC, which is the general
partner of the Investment Manager. Each of Hudson Bay Master Fund Ltd. and
Mr. Gerber disclaims beneficial ownership of these securities. Hudson Bay
Master Fund Ltd. is named as Reporting Person herein solely to report the
securities held in its name.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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.
CUSIP No. 090643206 13G Page 8 of 10 Pages
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Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 19, 2012, by and among
Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P.,
and Sander Gerber.
CUSIP No. 090643206 13G Page 9 of 10 Pages
-----------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: March 19, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ SANDER GERBER
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 090643206 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on or
about the date hereof with respect to the beneficial ownership by the
undersigned of the Common Stock, par value $0.0001 per share of Bionovo,
Inc. is being filed, and all amendments thereto will be filed, on behalf
of each of the persons and entities named below in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended. This
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated as of March 19, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ SANDER GERBER
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER