0000950142-12-000405.txt : 20120215 0000950142-12-000405.hdr.sgml : 20120215 20120215171954 ACCESSION NUMBER: 0000950142-12-000405 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120215 GROUP MEMBERS: AISLING CAPITAL II LP GROUP MEMBERS: AISLING CAPITAL PARTNERS LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aisling Capital II LP CENTRAL INDEX KEY: 0001350778 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 88 SEVENTH AVE 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 MAIL ADDRESS: STREET 1: 88 SEVENTH AVE 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEMPRA, INC. CENTRAL INDEX KEY: 0001461993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262644445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86624 FILM NUMBER: 12616844 BUSINESS ADDRESS: STREET 1: 6340 QUADRANGLE DRIVE STREET 2: SUITE 100 CITY: CHAPEL HILL STATE: NC ZIP: 27517-8149 BUSINESS PHONE: 919-313-6617 MAIL ADDRESS: STREET 1: 6340 QUADRANGLE DRIVE STREET 2: SUITE 100 CITY: CHAPEL HILL STATE: NC ZIP: 27517-8149 FORMER COMPANY: FORMER CONFORMED NAME: Cempra Holdings, LLC DATE OF NAME CHANGE: 20090414 SC 13D 1 eh1200309_13d-cempra.htm SCHEDULE 13D eh1200309_13d-cempra.htm


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-102)
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. ___)*


Cempra, Inc.
(Name of Issuer)


Common Stock, par value $0.001 per share
(Title of Class of Securities)


15130J 109
(CUSIP Number)

Lloyd Appel
Aisling Capital
888 Seventh Avenue, 30th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


February 7, 2012
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*  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 (the “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).
 
 

 


 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 2 of 14

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aisling Capital II, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise
of preferred share purchase warrants expiring on August 5, 2018 (the “Warrants”))
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,332,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,332,278
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%(1)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

(1)
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the Securities Exchange Commission (the “SEC”) on February 3, 2012.
 
 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 3 of 14


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aisling Capital Partners, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,332,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,332,278
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%(1)
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

(1)
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 4 of 14
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aisling Capital Partners LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,332,278
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,332,278
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%(1)
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 

(1)
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.
 

 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 5 of 14


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steve Elms
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,332,278
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,332,278
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%(1)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(1)   
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.

 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 6 of 14
 


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dennis Purcell
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,332,278
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,332,278
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%(1)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(1)   
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.

 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 7 of 14


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Andrew Schiff
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,332,278
(including 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,332,278
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,332,278
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.9%(1)
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

(1)   
Based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012.

 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 8 of 14


Item 1. 
Security and Issuer.
 
The security to which this statement relates is common stock, par value $0.001 per share (the “Common Stock”).  The principal executive offices of Cempra, Inc. (the “Issuer”) are located at 6340 Quadrangle Drive, Suite 100, Chapel Hill, North Carolina 27517-8149.
 
Item 2. 
Identity and Background.
 
 
(a) 
This Schedule 13D is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
 
 
(i) 
Aisling Capital II, LP (“Aisling”);
 
 
(ii) 
Aisling Capital Partners, LP (“Aisling Partners”), the general partner of Aisling;
 
 
(iii) 
Aisling Capital Partners LLC (“Aisling Partners GP”) the general partner of Aisling Partners;
 
 
(iv)
Mr. Dennis Purcell, a managing member of Aisling Partners GP;
 
 
(v)
Mr. Steve Elms, a managing member of Aisling Partners GP;
 
 
(vi) 
Mr. Andrew Schiff, a managing member of Aisling Partners GP (together with Mr. Dennis Purcell and Mr. Steve Elms, the “Managers”).
 
 
 
(b) 
 
The principal business address for each of the Reporting Persons is 888 Seventh Avenue, 30th Floor, New York, New York 10106.
 
 
(c) 
Aisling was formed in order to engage in the acquiring, holding and disposing of investments in various companies.  Aisling Partners is the general partner of Aisling and was formed to act as the general partner of Aisling, to make investments through Aisling and to fulfill such other purposes as may be determined by Aisling from time to time.  Aisling Partners GP is the general partner of Aisling Partners and was formed to act as the general partner of Aisling Partners.  Dennis Purcell, Steve Elms and Andrew Schiff are the Managers of Aisling Partners GP.  Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, Aisling Partners, Aisling GP, Mr. Elms, Mr. Purcell and Mr. Schiff each may be deemed to be a beneficial owner of the Common Stock held for the account of Aisling.
 
 
(d) 
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 9 of 14

 
 
(e) 
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
 
(f) 
Each of Aisling and Aisling Partners is a Delaware limited partnership.  Aisling Partners GP is a Delaware limited liability company.   Each of Steven Elms, Dennis Purcell and Andrew Schiff is a United States citizen.
 
 
Item 3. 
Source and Amount of Funds or Other Consideration.
 
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 3,332,278 shares of Common Stock, consisting of (i) 1,213,663 shares of Common Stock, which were acquired on February 7, 2012 in the Issuer’s initial public offering of Common Stock (“IPO”) with an aggregate purchase price of $7,281,978 (the “Purchase”),  (ii) 2,079,397 shares of Common Stock issued upon the corporate conversion of the Issuer prior to the closing of the IPO on February 7, 2012 from a Delaware limited liability company into a Delaware corporation (the “Conversion”) and (iii) 39,218 shares of the Issuer’s common stock issuable upon the exercise of the Warrants.  The source of the purchase price for the Purchase was capital contributions from the partners of Aisling.  No borrowed funds were used to purchase the Common Stock.
 
Item 4. 
Purpose of Transaction.
 
Each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities, which, if effected, could result in, among other things, any of the matters identified in Items 4(a)−(j) of Schedule 13D.  Accordingly, each Reporting Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate.  In particular, each Reporting Person may at any time and from time to time, (i) in the open market, in privately negotiated transactions or otherwise, acquire additional Common Stock or other
 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 10 of 14

 
securities of the Issuer, including acquisitions from affiliates of the Reporting Persons; (ii) dispose or transfer of all or a portion of the securities of the Issuer, including the Common Stock, that the Reporting Persons now own or may hereafter acquire to any person or entity, including dispositions to affiliates of the Reporting Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person's assets or business, including acquisitions from affiliates of the Reporting Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Reporting Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management of the Issuer deemed necessary or desirable; (viii) change the identity of the directors of the Issuer; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders, officers or directors of the Issuer and other persons regarding any of the matters described in clauses (i) through (ix) above.
 
Item 5. 
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 19,768,962 shares of the Issuer’s common stock issued and outstanding following the IPO, as reported in the Issuer’s final prospectus filed with the SEC on February 3, 2012. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,332,278 shares of Common Stock, including 39,218 shares of Common Stock issuable upon the exercise of the Warrants, constituting approximately 16.9% of the outstanding shares of Common Stock.
 
(b)           (i)  Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 3,332,278 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
 
 (ii)  By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 11 of 14

 
power to direct the voting and disposition of the 3,332,278 shares of Common Stock beneficially owned by the Reporting Persons.
 
(c)           On February 7, 2012, Aisling acquired (i) 1,213,663 shares of Common Stock in the IPO with an aggregate purchase price of $7,281,978 at $6.00 per share and (ii) 2,079,397 shares of Common Stock issued upon the Conversion.
 
(d)           The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
On October 7, 2011, Aisling entered into a lock-up agreement with the Issuer, Stifel, Nicolaus & Company, Incorporated, Leerink Swann LLC and Cowen & Company, LLC  in connection with the IPO (the “Lock-up Agreement”) and agreed  that until August 3, 2012, it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock.  Such restrictions do not apply, subject to certain conditions, to transactions relating to (i) bona fide gifts, (ii) shares of Common Stock acquired in the open market on or after the completion of the IPO, (iii) the transfer of shares of Common Stock to a family member or a trust for the benefit of the restricted party or a family member (including by will or intestacy) or (iv) a distribution to the partners, members or shareholders of the restricted party, provided that the recipient agrees in writing prior to such transfer to be bound by the foregoing restrictions.
 
Pursuant to the Registration Rights Agreement (the “Registration Rights Agreement”), dated February 7, 2012, by and among the Issuer and the holders of Common Stock issuable upon the Conversion, as well as holders of the Warrants, listed in Exhibit A thereto, including Aisling (the “Holders”), the Issuer may be required to register under the Securities Act of 1933, as amended (the “Securities Act”), 2,118,615 shares of Common Stock held by Aisling, consisting of (i) 2,079,397 shares of Common Stock issued upon the Conversion and (ii) 39,218 shares of the Issuer’s common stock issuable
 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 12 of 14

 
upon the exercise of the Warrants.  Pursuant to the Registration Rights Agreement, (i) beginning August 3, 2012, upon a written request to the Issuer from any Holder or Holders of at least 25% of the Registrable Securities (as defined in the Registration Rights Agreement), the Issuer is required to register all or a portion of such Holder’s or Holders’ shares on any registration statement (other than on Form S-3 unless the Issuer becomes eligible to use Form S-3 as further described below) if the anticipated aggregate offering price is at least $1,500,000; (ii) the Issuer is required to use its best efforts to qualify for registration on Form S-3 and as soon as the Issuer becomes eligible, any Holder or Holders of at least 20% of the then-outstanding Registrable Securities may request the Issuer to register its or their shares on Form S-3; and  (iii) if at any time the Issuer determines to register any of its securities, it is required to promptly notify all Holders and include in such registration, or “piggy-back,” all the Registrable Securities specified in a written request or requests from any Holder or Holders.  The Issuer will pay any registration expenses relating to the registration rights of the Holders, subject to certain conditions.  The registration rights described above will terminate on February 7, 2019.
 
From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions.  These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan.  From time to time, to the extent permitted by applicable laws, each of the Reporting Persons may borrow securities, including the Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities.
 
On February 14, 2012, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Item 7. 
Material to be Filed as Exhibits.
 
 
 
 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 13 of 14

 
 
Exhibit 3:
Registration Rights Agreement, dated February 7, 2012, by and among the Issuer and the holders of Common Stock issuable upon the Conversion, as well as holders of the Warrants, listed in Exhibit A thereto, the form of which was filed and incorporated herein by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-177261), filed with the SEC on October 12, 2011.
 

 
 
 

 
 

CUSIP No. 15130J 109
SC 13D
Page 14 of 14


  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.
 
Date:      February 15, 2012
 
    AISLING CAPITAL II, LP  
       
 
By:
Aisling Capital Partners, LP
General Partner
 
         
  By:
Aisling Capital Partners LLC
General Partner
 
         
    By: /s/  Dennis Purcell  
      Name:  Dennis Purcell  
      Title:    Managing Member  
         
 
 
 
    AISLING CAPITAL PARTNERS, LP  
       
 
By:
Aisling Capital Partners LLC
General Partner
 
         
    By: /s/  Dennis Purcell  
      Name:  Dennis Purcell  
      Title:    Managing Member  
         
 
 
 
     AISLING CAPITAL PARTNERS LLC  
       
 
By:
/s/  Dennis Purcell
 
    Name:  Dennis Purcell  
    Title:    Managing Member  
         
    /s/ Steve Elms  
    Steve Elms  
       
    /s/  Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  
         
 
 
 
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

EX-99.1 2 eh1200309_ex1.htm EXHIBIT 1 eh1200309_ex1.htm
 

EXHIBIT 1
 
JOINT FILING AGREEMENT
 
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.  This Agreement may be executed in one or more counterparts.
 
Date:      February 15, 2012
 
 
    AISLING CAPITAL II, LP  
       
 
By:
Aisling Capital Partners, LP
General Partner
 
         
  By:
Aisling Capital Partners LLC
General Partner
 
         
    By: /s/  Dennis Purcell  
      Name:  Dennis Purcell  
      Title:    Managing Member  
         
 
 
 
    AISLING CAPITAL PARTNERS, LP  
       
 
By:
Aisling Capital Partners LLC
General Partner
 
         
    By: /s/  Dennis Purcell  
      Name:  Dennis Purcell  
      Title:    Managing Member  
         
 
 
 
     AISLING CAPITAL PARTNERS LLC  
       
 
By:
/s/  Dennis Purcell
 
    Name:  Dennis Purcell  
    Title:    Managing Member  
         
    /s/ Steve Elms  
    Steve Elms  
       
    /s/  Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  
         
 
 
 
 

EX-99.2 3 eh1200309_ex2.htm EXHIBIT 2 eh1200309_ex2.htm
EXHIBIT 2
 
LOCK-UP AGREEMENT
 
CEMPRA, INC.
Building Four Quadrangle
6340 Quadrangle Drive, Suite 100
Chapel Hill, NC 27517
 
STIFEL, NICOLAUS & COMPANY, INCORPORATED
LEERINK SWANN LLC
COWEN & COMPANY, LLC
c/o Stifel, Nicolaus & Company, Incorporated
One South Street, 15th Floor
Baltimore, Maryland 21202
 
 
Ladies and Gentlemen:
 
The undersigned refers to the proposed Underwriting Agreement (the “Underwriting Agreement”) among Cempra, Inc., a Delaware corporation (the “Company”), Stifel, Nicolaus & Company, Incorporated, Leerink Swann LLC, Cowen & Company, LLC (the “Representatives”) and the several underwriters named therein (the “Underwriters”).  As an inducement to the Underwriters to execute the Underwriting Agreement in connection with the proposed public offering of shares of the Company’s common stock, par value $[0.001] per share (“Common Stock”), pursuant to a Registration Statement on Form S-1, the undersigned hereby agrees that from the date hereof and until 180 days after the public offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement (such 180-day period being referenced to herein as the “Lock-Up Period”), to which you are or expect to become parties, the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household, any partnership, corporation or other entity within the undersigned’s control, and any trustee of any trust that holds Common Stock or other securities of the Company for the benefit of the undersigned or such spouse or family member not to) offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or  to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of
 
 
 

 
 
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) on behalf of the Representatives, which consent may be withheld in Stifel Nicolaus’ sole discretion; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Stifel Nicolaus on behalf of the Representatives waives, in writing, such extension.
 
The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by Stifel Nicolaus on behalf of the Representatives to the Company (in accordance with the notice provisions of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned.  The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to Stifel Nicolaus on behalf of the Representatives and will not consummate such transaction or take any such action unless it has received written confirmation from Stifel Nicolaus that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.
 
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” shares of Common Stock that the undersigned may purchase in the proposed public offering; (ii) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Stifel Nicolaus on behalf of the Representatives will notify the Company of the impending release or waiver, and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
 
The foregoing restrictions shall not apply to bona fide gifts by the undersigned, provided that (a) each resulting transferee of the Company’s securities executes and delivers to Stifel Nicolaus on behalf of the Representatives an agreement satisfactory to Stifel Nicolaus certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above
 
 
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written as if it had been an original party hereto and (b) to the extent any interest in the Company’s securities is retained by the undersigned (or such spouse or family member), such securities shall remain subject to the restrictions contained in this Agreement.
 
The foregoing restrictions shall not apply to any shares of Common Stock that may be sold by the undersigned as a selling stockholder in the proposed public offering pursuant to the Underwriting Agreement.
 
In addition, the undersigned agrees that, during the period commencing on the date hereof and ending 180 days after the Public Offering Date, without the prior written consent of Stifel Nicolaus on behalf of the Representatives (which consent may be withheld in its sole discretion): (a) the undersigned will not request, make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock and (b) the undersigned waives any and all notice requirements and rights with respect to the registration of any such security pursuant to any agreement, understanding or otherwise to which the undersigned is a party.
 
Any Common Stock received upon exercise of options, warrants or any securities convertible into or exchangeable or exercisable for Common Stock granted to the undersigned will also be subject to this Agreement.  Any Common Stock acquired by the undersigned in the open market on or after the Public Offering Date (except Common Stock acquired pursuant to a “friends and family” or directed share program) will not be subject to this Agreement.  A transfer of Common Stock to a family member or a trust for the benefit of the undersigned or a family member (including by will or intestacy) or a distribution to partners, members or shareholders of the undersigned may be made, provided the transferee agrees in writing prior to such transfer to be bound by the terms of this Agreement as if it were a party hereto.
 
In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to (a) decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Agreement and (b) place legends and stop transfer instructions on any such shares of Common Stock owned or beneficially owned by the undersigned.
 
This Agreement is irrevocable and shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice of law rules.  This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before April 1, 2012.
 
 
Very truly yours,
 
/s/ Lloyd Appel
 
Printed Name:
  Lloyd Appel, CFO Aisling Capital II LP
 
Date:
  10/7/11

 
 
 
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