SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.__)*
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Bionovo, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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090643206
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(CUSIP Number)
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March 12, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 9 Pages)
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CUSIP No. 090643206
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13G
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Empery Asset Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 090643206
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13G
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Ryan M. Lane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 090643206
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13G
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Martin D. Hoe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,906,400 shares of Common Stock
Warrants to purchase 5,742,922 shares of Common Stock (see Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 090643206
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13G
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Page 5 of 9 Pages
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Item 1 (a).
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NAME OF ISSUER.
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The name of the issuer is Bionovo, Inc. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 5858 Horton Street, Suite 400, Emeryville, California 94608.
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
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Investment Manager
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Empery Asset Management, LP (the "Investment Manager"), with respect to the shares of Common Stock held by certain funds and managed accounts to which the Investment Manager serves as investment manager (collectively, the "Empery Funds").
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Reporting Individuals
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Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held by the Empery Funds.
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Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held by the Empery Funds.
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The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Reporting Individuals is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
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The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
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Item 2(c).
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CITIZENSHIP:
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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.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.0001 per share, (the "Common Stock").
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Item 2(e).
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CUSIP NUMBER:
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090643206
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CUSIP No. 090643206
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13G
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Page 6 of 9 Pages
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Item 3.
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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:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: _______________________________________
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Item 4.
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OWNERSHIP.
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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 Reporting Person.
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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 percentage set forth in Row (11) of the cover page for each Reporting Person is based upon such number of shares of Common Stock outstanding and assumes the exercise of the reported warrants (the "Reported Warrants") subject to the 9.99% Blocker (as defined below). 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, the Empery Funds hold Warrants to purchase an aggregate of up to 1,681,817 shares of Common Stock. However, pursuant to the terms of these Warrants, the Empery Funds 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.
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CUSIP No. 090643206
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13G
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Page 7 of 9 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below, each Reporting Person certifies that, to the best of his or 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.
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CUSIP No. 090643206
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13G
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Page 8 of 9 Pages
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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/s/ Ryan M. Lane
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Name:
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Ryan M. Lane
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Title:
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Managing Member
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/s/ Ryan M. Lane
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RYAN M. LANE
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/s/ Martin D. Hoe
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MARTIN D. HOE
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CUSIP No. 090643206
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13G
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Page 9 of 9 Pages
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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/s/ Ryan M. Lane
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Name:
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Ryan M. Lane
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Title:
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Managing Member
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/s/ Ryan M. Lane
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RYAN M. LANE
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/s/ Martin D. Hoe
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MARTIN D. HOE
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