0001393825-16-000033.txt : 20160208
0001393825-16-000033.hdr.sgml : 20160208
20160208101233
ACCESSION NUMBER: 0001393825-16-000033
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160208
DATE AS OF CHANGE: 20160208
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AtheroNova Inc.
CENTRAL INDEX KEY: 0001377053
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 201915083
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-82426
FILM NUMBER: 161394344
BUSINESS ADDRESS:
STREET 1: 2301 DUPONT DRIVE, SUITE 525
CITY: IRVINE
STATE: CA
ZIP: 92612
BUSINESS PHONE: (949) 525-5471
MAIL ADDRESS:
STREET 1: 2301 DUPONT DRIVE, SUITE 525
CITY: IRVINE
STATE: CA
ZIP: 92612
FORMER COMPANY:
FORMER CONFORMED NAME: AtheroNova, Inc.
DATE OF NAME CHANGE: 20100519
FORMER COMPANY:
FORMER CONFORMED NAME: Trist Holdings, Inc.
DATE OF NAME CHANGE: 20080103
FORMER COMPANY:
FORMER CONFORMED NAME: LandBank Group Inc
DATE OF NAME CHANGE: 20061002
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/A
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/A
1
ahro_sc13ga.txt
ATHERONOVA INC SC13GA
1
AHRO_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AtheroNova Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
047438304
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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 7 Pages
CUSIP No. 047438304 13G/A Page 2 of 7 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) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
461,612 shares of Common Stock (including 441,612 shares
of Common Stock issuable upon exercise of warrants) (see
Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
461,612 shares of Common Stock (including 441,612 shares
of Common Stock issuable upon exercise of warrants) (see
Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,612 shares of Common Stock (including 441,612 shares of Common
Stock issuable upon exercise of warrants) (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)
4.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these shares of Common Stock include
shares of Common Stock issuable upon exercise of warrants that are subject
to a 4.99% blocker and the percentage set forth on row (11) and the number
of shares of Common Stock set forth on rows (6), (8) and (9) give effect to
such blocker.
CUSIP No. 047438304 13G/A Page 3 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(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
461,612 shares of Common Stock (including 441,612 shares
of Common Stock issuable upon exercise of warrants) (see
Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
461,612 shares of Common Stock (including 441,612 shares
of Common Stock issuable upon exercise of warrants) (see
Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
461,612 shares of Common Stock (including 441,612 shares of Common
Stock issuable upon exercise of warrants) (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)
4.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these shares of Common Stock include
shares of Common Stock issuable upon exercise of warrants that are subject
to a 4.99% blocker and the percentage set forth on row (11) and the number
of shares of Common Stock set forth on rows (6), (8) and (9) give effect
to such blocker.
CUSIP No. 047438304 13G/A Page 4 of 7 Pages
-----------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
AtheroNova Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
2301 Dupont Drive, Suite 525
Irvine, CA 92612
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management LP (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 each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
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
047438304
CUSIP No. 047438304 13G/A Page 5 of 7 Pages
-----------------------------------------------------------------------------
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) [X] 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) [X] 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) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)
(J), please specify the type of institution: ____
Item 4. Ownership
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 incorporated
herein by reference for each such Reporting Person.
The Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2014 filed with the Securities and Exchange Commission on
November 19, 2014, discloses that the total number of outstanding shares of
Common Stock as of November 10, 2014 was 8,809,139. The percentage set forth
on Row (11) and the number of shares of Common Stock set forth on rows (6),
(8) and (9) of the cover page for each Reporting Person are based on the
Company's total number of outstanding shares of Common Stock and assume the
exercise of warrants (the "Securities") subject to the 4.99% Blocker (as
defined below).
Pursuant to the terms of the Securities, the Reporting Persons cannot
exercise the Securities if the Reporting Persons would beneficially own,
after such exercise, more than 4.99% of the outstanding shares of Common
Stock (the "4.99% Blocker") and the percentage set forth on Row (11) and
the number of shares of Common Stock set forth on rows (6), (8) and (9) of
the cover page for each Reporting Person give effect to the 4.99% Blocker.
Consequently, at this time, the Reporting Persons are not able to exercise
all of the Securities due to the 4.99% Blocker.
The Investment Manager, which serves as the investment manager to Hudson
Bay Master Fund Ltd., in whose names the securities reported herein are
held, may be deemed to be the beneficial owner of all shares of Common Stock
held by Hudson Bay Master Fund Ltd. and all shares of Common Stock, subject
to the 4.99% Blocker, underlying the Securities 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. Mr. Gerber
disclaims beneficial ownership of these securities.
CUSIP No. 047438304 13G/A Page 6 of 7 Pages
-----------------------------------------------------------------------------
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: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4.
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 each Reporting Person certifies that, to the best of
his or its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
CUSIP No. 047438304 13G/A Page 7 of 7 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: February 5, 2016
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER