0000947871-14-000035.txt : 20140122 0000947871-14-000035.hdr.sgml : 20140122 20140122152807 ACCESSION NUMBER: 0000947871-14-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140122 GROUP MEMBERS: DOMINIQUE SEMON GROUP MEMBERS: MERLIN NEXUS IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEM CELL THERAPEUTICS CORP CENTRAL INDEX KEY: 0001392333 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87793 FILM NUMBER: 14540251 BUSINESS ADDRESS: STREET 1: 96 SKYWAY AVENUE CITY: TORONTO STATE: A6 ZIP: M9W 4Y9 BUSINESS PHONE: (416) 457-4670 MAIL ADDRESS: STREET 1: 96 SKYWAY AVENUE CITY: TORONTO STATE: A6 ZIP: M9W 4Y9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Merlin BioMed Private Equity Advisors, L.L.C. CENTRAL INDEX KEY: 0001429303 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 230 PARK AVE, SUITE 928 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 646-227-5270 MAIL ADDRESS: STREET 1: 230 PARK AVE, SUITE 928 CITY: NEW YORK STATE: NY ZIP: 10169 SC 13G/A 1 ss200059_sc13ga.htm AMENDMENT NO. 1
 
U.S. SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G/A
Amendment No. 1
Under the Securities Exchange Act of 1934
 
Stem Cell Therapeutics, Corp..

Common Stock
(Title of Class of Securities)
 
858572407
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)


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

o Rule 13d-1(b)
 
x Rule 13d-1(c)
 
o 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 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).
 
 
1
 
 
 
CUSIP No.  858572407
 
Page 2 of 8 Pages
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Merlin BioMed Private Equity Advisors, LLC (IRS No. 13-4178606)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) o
(B) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware limited liability company
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
21,254,166
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
21,254,166
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,254,166
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.5%
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 

 
2
 

CUSIP No.  858572407
 
Page 3 of 8 Pages
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dominique Sémon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) o
(B) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Switzerland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
21,254,166
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
21,254,166
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,254,166
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.5%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
3
 
         
CUSIP No. 858572407
  
Page 4 of 8 Pages
         
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Merlin Nexus IV, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) o
(B) o
  
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
 
21,254,166
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
21,254,166
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,254,166
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.5%
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
4
 
 
Item 1. (a)
Name of Issuer:
     
   
Stem Cell Therapeutics, Corp..
     
  (b) Address of Issuer’s Principal Executive Offices:
     
   
7400 PASEO PADRE PARKWAY FREMONT CA 94555
 
Item 2. (a)
Name of Person Filing:
     
    Merlin BioMed Private Equity Advisors, LLC
   
Dominique Sémon
    Merlin Nexus IV, L.P.
     
  (b) Address of Principal Business Office or, if none, Residence:
     
   
96 Skyway Avenue
   
Toronto, Ontario, Canada M9W 4Y9
     
  (c) Citizenship:
     
   
Merlin BioMed Private Equity Advisors, LLC is a Delaware Limited Liability Company.  Merlin Nexus IV, L.P. is a Delaware Limited Partnership.  Dominique Sémon is a citizen of Switzerland.
     
  (d) Title of Class of Securities:
     
    Common Stock
     
  (e) CUSIP Number:
     
   
858572407
     
 
Item 3.
If this statement is being filed pursuant to Rule 13d-1(b) or (c), or 13d-2(b), check whether the person filing is:
 
  (a) o Broker or dealer registered under Section 15 of the Act 
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act
 
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
 
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
 
(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
 
(j)
¨
Group, in accordance with 13d-1(b)(1)(ii)(J)



 
5
 
                         
Item 4. Ownership:    
           
 
(a) Amount Beneficially Owned:
21,254,166*
  
           
 
(b) Percent of Class: 17.5%  
           
  (c) Number of Shares as to which such person has:    
           
    (i) Sole power to vote or direct the vote: 0  
           
    (ii) Shared power to vote or direct the vote:
21,254,166*
  
           
    (iii) Sole power to dispose or direct the disposition of: 0  
           
    (iv) Shared power to dispose or direct the disposition of:
21,254,166*
  
           
    *See Attachment A.    
         
          
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                                                         o
 
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
                
Various other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, the securities whose ownership is reported on this schedule.  No other person’s interest in such securities relates to more than five percent of the class. – to be confirmed, or such person’s should be named if interest relates to more than 5%.
 
 
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company
   
  N/A
 
 
Item 8.
Identification and Classification of Members of the Group
   
  N/A
 
 
 
6
 
 
 
Item 9. Notice of Dissolution of Group
   
  N/A
 
 
Item 10. Certification
 
By signing below I certify that, to the best of my 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.
 
 
 
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.
 

 
Merlin BioMed Private Equity Advisors, LLC
By:  Dominique Sémon, as Managing Member
 
   
 
/s/Dominique Sémon
   
 
   
   
 
Dominique Sémon
   
   
 
/s/Dominique Sémon
Dominique Sémon
 
 
Merlin Nexus IV, L.P.
By: Merlin Nexus IV, LLC, as General Partner
   
 
/s/Dominique Sémon
Managing Member
   

 

Date:  January 22, 2014

 
 
7
 
                             
ATTACHMENT A

As of December 31, 2013,  Merlin Nexus IV, L.P. was the beneficial owner of 21,254,166 shares of Common Stock of Stem Cell Therapeutics, Corp.. (“Common Stock”).  Merlin BioMed Private Equity Advisors, LLC (“Merlin”) is the investment manager for Merlin Nexus IV, L.P. and has the power to direct the vote and disposition of the Common Stock held by Merlin Nexus IV, L.P. and was the beneficial owner of 21,254,166 shares of Common Stock  for a total beneficial ownership of 17.5% of the outstanding shares of Common Stock.  Dominique Sémon is the Managing Member of Merlin.  Merlin and Dominique Sémon are shown as sharing voting power and dispositive power of the same 21,254,166 shares of Common Stock.
 


ATTACHMENT B
 
AGREEMENT OF JOINT FILING
         
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Stem Cell Therapeutics, Corp.. and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.


IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 22nd day of January, 2014.
 
 
 
Merlin BioMed Private Equity Advisors, LLC
By:  Dominique Sémon, as Managing Member
 
   
 
/s/Dominique Sémon
Managing Member
   
 
 
Dominique Sémon
   
   
 
/s/Dominique Sémon
Dominique Sémon
 
 
 
Merlin Nexus IV, L.P.
By:  Merlin Nexus IV, LLC, as General Partner
 
   
 
/s/Dominique Sémon
Managing Member
 
 
8