0001193125-16-421686.txt : 20160106 0001193125-16-421686.hdr.sgml : 20160106 20160105212300 ACCESSION NUMBER: 0001193125-16-421686 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160106 DATE AS OF CHANGE: 20160105 GROUP MEMBERS: BERKLEY CAPITAL MANAGEMENT LTD. GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: BRASLYN LTD. GROUP MEMBERS: JOE LEWIS GROUP MEMBERS: MVA INVESTORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mirati Therapeutics, Inc. CENTRAL INDEX KEY: 0001576263 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 462693615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87670 FILM NUMBER: 161325214 BUSINESS ADDRESS: STREET 1: 9393 TOWNE CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-332-3410 MAIL ADDRESS: STREET 1: 9393 TOWNE CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Boxer Capital, LLC CENTRAL INDEX KEY: 0001465837 IRS NUMBER: 203828456 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 440 STEVENS AVENUE STREET 2: SUITE 100 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 440 STEVENS AVENUE STREET 2: SUITE 100 CITY: SOLANA BEACH STATE: CA ZIP: 92075 SC 13D/A 1 d113823dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

Mirati Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

60468T105

(CUSIP Number)

David A. Brown

Alston & Bird LLP

950 F Street, N.W.

Washington, DC 20004-1404

202-239-3463

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2015

(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 ¨.

 

 

 


CUSIP No. 60468T105   SCHEDULE 13D/A  

 

  1   

NAME OF REPORTING PERSONS

 

Boxer Capital, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,213,012*

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,213,012*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,213,012*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%**

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

* This number includes 189,780 shares of common stock that Boxer Capital has the right to acquire pursuant to the Boxer 2012 Warrant.
** Based on 19,533,888 shares of common stock outstanding which is the sum of (i) 19,265,922 shares of common stock reported to be outstanding as of October 30, 2015 by the Issuer on its Form 10-Q filed with the SEC on November 6, 2015, (ii) 189,780 shares of common stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2012 Warrant (as defined below), and (iii) 78,186 shares of common stock, which MVA Investors currently has the right to acquire pursuant to the MVA 2012 Warrant (as defined below).


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

  1   

NAME OF REPORTING PERSONS

 

Boxer Asset Management Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,213,012*

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,213,012*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,213,012*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.3%**

14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

* This number includes 189,780 shares of common stock that Boxer Capital has the right to acquire pursuant to the Boxer 2012 Warrant.
** Based on 19,533,888 shares of common stock outstanding which is the sum of (i) 19,265,922 shares of common stock reported to be outstanding as of October 30, 2015 by the Issuer on its Form 10-Q filed with the SEC on November 6, 2015, (ii) 189,780 shares of common stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2012 Warrant, and (iii) 78,186 shares of common stock, which MVA Investors currently has the right to acquire pursuant to the MVA 2012 Warrant.


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

  1   

NAME OF REPORTING PERSONS

 

Berkley Capital Management Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%*

14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

* On January 4, 2016, Berkley Capital transferred certain of its assets, including all of its shares of common stock of the Issuer, to Braslyn as part of an internal reorganization.


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

  1   

NAME OF REPORTING PERSONS

 

MVA Investors, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

507,526*

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

507,526*

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

507,526*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%**

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

* This number includes 78,186 shares of common stock that MVA Investors, LLC has the right to acquire pursuant to the MVA 2012 Warrant.
** Based on 19,533,888 shares of common stock outstanding which is the sum of (i) 19,265,922 shares of common stock reported to be outstanding as of October 30, 2015 by the Issuer on its Form 10-Q filed with the SEC on November 6, 2015, (ii) 189,780 shares of common stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2012 Warrant, and (iii) 78,186 shares of common stock, which MVA Investors currently has the right to acquire pursuant to the MVA 2012 Warrant.


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

  1   

NAME OF REPORTING PERSONS

 

Braslyn Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

522,500

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

522,500

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

522,500

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7%*†

14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

* Based on 19,533,888 shares of common stock outstanding which is the sum of (i) 19,265,922 shares of common stock reported to be outstanding as of October 30, 2015 by the Issuer on its Form 10-Q filed with the SEC on November 6, 2015, (ii) 189,780 shares of common stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2012 Warrant, and (iii) 78,186 shares of common stock, which MVA Investors currently has the right to acquire pursuant to the MVA 2012 Warrant.
On January 4, 2016, Berkley Capital transferred certain of its assets, including all of its shares of common stock of the Issuer, to Braslyn as part of an internal reorganization.


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

  1   

NAME OF REPORTING PERSONS

 

Joe Lewis

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,735,512*

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,735,512*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,735,512*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.0%**

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

* This number includes 189,780 shares of common stock that Boxer Capital has the right to acquire pursuant to the Boxer 2012 Warrant.
** Based on 19,533,888 shares of common stock outstanding which is the sum of (i) 19,265,922 shares of common stock reported to be outstanding as of October 30, 2015 by the Issuer on its Form 10-Q filed with the SEC on November 6, 2015, (ii) 189,780 shares of common stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2012 Warrant, and (iii) 78,186 shares of common stock, which MVA Investors currently has the right to acquire pursuant to the MVA 2012 Warrant.


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed on November 4, 2013 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”) and Joe Lewis, as amended by Amendment No. 1 filed on February 2, 2015 (“Amendment No. 1”) and Amendment No. 2 filed on September 18, 2015 (“Amendment No. 2”). Amendment No. 1 was an original filing for Berkley Capital Management Ltd. (“Berkley Capital”). This Amendment No. 3 is an original filing for Braslyn Ltd. (“Braslyn,” together with Boxer Capital, Boxer Management, MVA Investors, Joe Lewis, Berkley Capital, and Braslyn, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing, as amended.

Item 2. Identity and Background.

Item 2 is amended to add the following:

This Amendment No. 3 is jointly filed by the Reporting Persons. Boxer Management, a corporation organized under the laws of the Bahamas, is the managing member and majority owner of Boxer Capital, a limited liability company organized under the laws of Delaware. Berkley Capital is a corporation organized under the laws of the Bahamas. Braslyn is a corporation organized under the laws of the Bahamas. Joe Lewis is the sole indirect owner of and controls Boxer Management, Berkley Capital and Braslyn.

Each of Boxer Capital, Boxer Management, Berkley Capital and Braslyn are primarily engaged in the business of investing in securities. Joe Lewis is a citizen of the United Kingdom and his present principal occupation or employment is engaging in business as a private investor including through the investments of Boxer Capital. MVA Investors, a limited liability company organized under the laws of Delaware, is the independent, personal investment vehicle of certain employees of Boxer Capital and Tavistock Life Sciences Company, which is a Delaware corporation and an affiliate of Boxer Capital, and is controlled by employees of Tavistock Life Sciences Company that are members of MVA Investors. As such, MVA Investors is not controlled by Boxer Capital, Boxer Management, Berkley Capital, Braslyn or Joe Lewis. MVA Investors is primarily engaged in the business of investing in securities. By virtue of these relationships and pursuant to the SEC’s beneficial ownership rules, Boxer Capital, Boxer Management, Berkley Capital, Braslyn, MVA Investors and Joe Lewis may be deemed to be members of a group, consisting of the Reporting Persons.

The address of each of Boxer Capital and MVA Investors for purposes of this filing is: 440 Stevens Ave, Suite 100, Solana Beach, CA, 92075. The address of each of Boxer Management, Berkley Capital, Braslyn and Joe Lewis for purposes of this filing is: c/o Cay House P.O. Box N-7776 E.P. Taylor Drive Lyford Cay, New Providence, Bahamas.

Set forth on Schedule A to this Amendment No. 3, and incorporated herein by reference, is the (a) name, (b) residence or business address, (c) present principal occupation or employment, and (d) citizenship, of each executive officer and director of each of the Reporting Persons, and (e) name of any corporation or other organization in which such occupation or employment is conducted, together with the principal business and address of any such corporation or organization other than Boxer Capital, Boxer Management, Berkley Capital, Braslyn and MVA Investors.

The Reporting Persons have not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 a finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

On January 4, 2016, Berkley Capital transferred certain of its assets, including all of its shares of Common Stock of the Issuer, to Braslyn as part of an internal reorganization. No consideration was given for the transfer.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On January 4, 2016, Berkley Capital transferred certain of its assets, including all of its shares of Common Stock of the Issuer, to Braslyn as part of an internal reorganization.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

All percentages are based on 19,533,888 shares of Common Stock outstanding which is the sum of (i) 19,265,922 shares of common stock reported to be outstanding as of October 30, 2015 by the Issuer on its Form 10-Q filed with the SEC on November 6, 2015, (ii) 189,780 shares of common stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2012 Warrant, and (iii) 78,186 shares of common stock, which MVA Investors currently has the right to acquire pursuant to the MVA 2012 Warrant.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 3,243,038 shares of Common Stock, representing 16.6% of the Issuer’s outstanding Common Stock.

Boxer Capital and Boxer Management beneficially own 2,213,012 shares of Common Stock which represents 11.3% of the Issuer’s outstanding Common Stock. Braslyn beneficially owns 522,500 shares of Common Stock which represents 2.7% of the Issuer’s outstanding Common Stock. Joe Lewis beneficially owns 2,735,512 shares of Common Stock which represents 14.0% of the Issuer’s outstanding Common Stock. MVA Investors beneficially owns 507,526 shares of Common Stock which represents 2.6% of the Issuer’s outstanding Common Stock.

The 2012 Warrants represent a right for Boxer Capital and MVA Investors to purchase 189,780 and 78,186 shares of Common Stock, respectively, at an exercise price of $7.86 (subject to adjustment). The 2012 Warrants are only exercisable to the extent that the holders thereof and their affiliates and joint actors would beneficially own no more than 19.99% of the outstanding Common Stock after exercise.

(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Stock owned by the Reporting Persons:

(i) Sole power to vote or direct the vote:

MVA Investors has the sole power to vote the 507,526 shares of Common Stock it beneficially owns. Boxer Capital, Boxer Management, Braslyn and Joe Lewis do not have the sole power to vote or direct the vote of any shares of Common Stock.

(ii) Shared power to vote or to direct the vote:

Boxer Capital and Boxer Management have shared voting power with respect to the 2,213,012 shares of Common Stock they beneficially own. Braslyn has shared voting power with respect to the 522,500 shares of Common Stock it beneficially owns. Joe Lewis has shared voting power with respect to the 2,735,512 shares of Common Stock he beneficially owns. MVA Investors does not have shared power to vote or direct the vote of any shares of Common Stock.

(iii) Sole power to dispose or direct the disposition of:

MVA Investors has the sole power to dispose of the 507,526 shares of Common Stock it beneficially owns. Boxer Capital, Boxer Management, Braslyn and Joe Lewis do not have the sole power to dispose or direct the disposition of any shares of Common Stock.


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

(iv) Shared power to dispose or to direct the disposition of:

Boxer Capital and Boxer Management have shared dispositive power with respect to the 2,213,012 shares of Common Stock they beneficially own. Braslyn has shared dispositive power with respect to the 522,500 shares of Common Stock it beneficially owns. Joe Lewis has shared voting power with respect to the 2,735,512 shares of Common Stock he beneficially owns. MVA Investors does not have shared power to dispose of or direct the disposition of any shares of Common Stock.

(c) Other than as described herein, the Reporting Persons have not engaged in any transaction in the Common Stock in the past 60 days.

(d) No other person has the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report.

(e) On January 4, 2016, Berkley Capital ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended and restated in its entirety as follows:

Except as otherwise described in the Original Filing, as amended, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit 1    Joint Filing Agreement, dated January 4, 2016, among Boxer Capital, Boxer Management, Berkley Capital, Braslyn, MVA Investors and Joe Lewis
Exhibit 2    Form of Securities Purchase Agreement relating to the 2012 Private Placement, which is incorporated herein by reference to Exhibit 10.2 to the Form 10 filed by the Issuer on May 10, 2013
Exhibit 3    Form of Warrant Certificate issued in connection with the 2012 Private Placement, which is incorporated herein by reference to Exhibit 10.4 to the Form 10 filed by the Issuer on May 10, 2013


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.

Dated: January 4, 2016

 

BOXER CAPITAL, LLC
By:  

/s/ Aaron Davis

Name:   Aaron Davis
Title:   Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Director
BERKLEY CAPITAL MANAGEMENT LTD.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Authorized Signatory
BRASLYN LTD.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Authorized Signatory
MVA INVESTORS, LLC
By:  

/s/ Aaron Davis

Name:   Aaron Davis
Title:   Authorized Signatory
JOE LEWIS
By:  

/s/ Joe Lewis

  Joe Lewis, Individually


SCHEDULE A

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS

BOXER CAPITAL, LLC

The executive officers and directors of Boxer Capital, LLC are set forth below. The individuals’ business addresses are 440 Stevens Avenue, Suite 100, Solana Beach, CA 92075. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name refers to employment with Boxer Capital, LLC.

 

Name

  

Present Principal Occupation or Employment

  

Citizenship

Shehan Dissanayake    Member    United States
Aaron Davis    Member, Chief Executive Officer    United States
Christopher Fuglesang    Member    United States
Boxer Management    Manager    Bahamas

BOXER ASSET MANAGEMENT INC.

The executive officers and directors of Boxer Asset Management Inc. are set forth below. Each individual’s business address is c/o Cay House P.O. Box N-7776 E.P. Taylor Drive Lyford Cay, New Providence, Bahamas. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name of each person refers to employment with Boxer Asset Management Inc.

 

Name

  

Present Principal Occupation or Employment

  

Citizenship

Joe Lewis    Director, President    United Kingdom
Jefferson R. Voss    Director, Vice President    United States

BERKLEY CAPITAL MANAGEMENT LTD.

The executive officers and directors of Berkley Capital Management Ltd. are set forth below. Each individual’s business address is c/o Cay House P.O. Box N-7776 E.P. Taylor Drive Lyford Cay, New Providence, Bahamas. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name of each person refers to employment with Berkley Capital Management Ltd.

 

Name

  

Present Principal Occupation or Employment

  

Citizenship

Joe Lewis    Director, President    United Kingdom
Jason Callender    Director, Vice President and Secretary    Bahamas

BRASLYN LTD.

The executive officers and directors of Braslyn Ltd. are set forth below. Each individual’s business address is c/o Cay House P.O. Box N-7776 E.P. Taylor Drive Lyford Cay, New Providence, Bahamas. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name of each person refers to employment with Braslyn Ltd.

 

Name

  

Present Principal Occupation or Employment

  

Citizenship

Joe Lewis    Director, President    United Kingdom
Jefferson R. Voss    Director, Vice President and Secretary    Bahamas


CUSIP No. 60468T105    SCHEDULE 13D/A   

 

MVA INVESTORS, LLC

The executive officers and directors of MVA Investors, LLC are set forth below. Each individual’s business address is 440 Stevens Ave, Suite 100, Solana Beach, CA, 92075. Except as otherwise stated, the present principal occupation or employment set forth below opposite the name refers to employment with MVA Investors, LLC.

 

Name

  

Present Principal Occupation

  

Citizenship

Aaron Davis    Member, Chief Executive Officer, Employee of Tavistock Life Sciences Company    United States
Christopher Fuglesang    Member, President, Employee of Tavistock Life Sciences Company    United States
Neil Reisman    Member, Employee of Tavistock Life Sciences Company    United States
Ivan Lieberburg    Member, Employee of Tavistock Life Sciences Company    United States
Shehan Dissanayake    Member, Manager, Employee of Tavistock Life Sciences Company    United States


EXHIBIT INDEX

 

Exhibit 1    Joint Filing Agreement, dated January 4, 2016, among Boxer Capital, Boxer Management, Berkley Capital, Braslyn, MVA Investors and Joe Lewis
Exhibit 2    Form of Securities Purchase Agreement relating to the 2012 Private Placement, which is incorporated herein by reference to Exhibit 10.2 to the Form 10 filed by the Issuer on May 10, 2013
Exhibit 3    Form of Warrant Certificate issued in connection with the 2012 Private Placement, which is incorporated herein by reference to Exhibit 10.4 to the Form 10 filed by the Issuer on May 10, 2013
EX-99.1 2 d113823dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to Common Stock, no par value per share, of Mirati Therapeutics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: January 4, 2016

 

BOXER CAPITAL, LLC
By:  

/s/ Aaron Davis

Name:   Aaron Davis
Title:   Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Director
BERKLEY CAPITAL MANAGEMENT LTD.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Authorized Signatory
BRASLYN LTD.
By:  

/s/ Jefferson R. Voss

Name:   Jefferson R. Voss
Title:   Authorized Signatory
MVA INVESTORS, LLC
By:  

/s/ Aaron Davis

Name:   Aaron Davis
Title:   Authorized Signatory
JOE LEWIS
By:  

/s/ Joe Lewis

  Joe Lewis, Individually