UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Regado Biosciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

75874Q107

(CUSIP Number)

Raphaël Wisniewski

c/o Edmond de Rothschild Investment Partners

47, rue du Faubourg Saint-Honoré

75008 Paris

France

Tel + 33 1 40 17 31 44

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

August 27, 2013

(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 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).

13D

13D

13D

13D

13D

This statement on Schedule 13D (“Schedule 13D”) relates to the Common stock, $0.001 par value per share (the “Common Stock”) of Regado Biosciences, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 120 Mountain View Boulevard, Basking Ridge, New Jersey 07920

This Schedule 13D is being filed by BioDiscovery 3, FCPR (“BioDiscovery 3”), Edmond de Rothschild Investment Partners, S.A.S. (“Edmond de Rothschild”), Pierre-Michel Passy and Raphaël Wisniewski (collectively, the “Reporting Persons”).

The shares of Common Stock are directly held by BioDiscovery 3. Edmond de Rothschild is the management company for BioDiscovery 3 and may be deemed to beneficially own the shares of Common Stock. Pierre-Michel Passy is president of Edmond de Rothschild and may be deemed to beneficially own the shares of Common Stock. Raphaël Wisniewski is a partner at Edmond de Rothschild and a member of the board of directors of the Issuer and may be deemed to beneficially own the shares of Common Stock. Edmond de Rothschild, Mr. Passy and Mr. Wisniewski disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein, and this report is not an admission that either Edmond de Rothschild or Mr. Passy or Mr. Wisniewski is the beneficial owner of such securities.

BioDiscovery 3 and Edmond de Rothschild are organized in France. The principal business of BioDiscovery 3 is making venture capital investments in companies developing biotechnology, molecular diagnostics and medical technology products. The principal business of Edmond de Rothschild is managing and advising private equity funds.

Pierre-Michel Passy is a citizen of France. The principal occupation for Mr. Passy is to serve as president of Edmond de Rothschild.

Raphaël Wisniewski is a citizen of France. The principal occupation for Mr. Wisniewski is to serve as a partner at Edmond de Rothschild.

The business address for each of the Reporting Persons is c/o Edmond de Rothschild Investment Partners -47, rue du Faubourg Saint-Honoré – 75008 Paris – France

During the past five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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 finding any violation with respect to such laws.

On August 22, 2013, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-188209) in connection with its initial public offering of 10,750,000 shares of Common Stock (the “IPO”) was declared effective. The closing of the IPO took place on August 27, 2013, and at such closing BioDiscovery 3 purchased 1,215,708 Common Stock in the IPO at the initial public offering price of $4.00 per share. The source of funds for such purchase was the working capital of BioDiscovery 3. In addition, upon the closing of the IPO, 17,066,243 shares of Series D Preferred Stock held by BioDiscovery 3 converted into 1,021,930 shares of Common Stock and 2,832,872 shares of Series E Preferred Stock held by BioDiscovery 3 converted into 169,633 shares of Common Stock.

The Reporting Persons purchased the Issuer’s Common Stock for investment purposes. The Reporting Persons do not have any plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities.

(a) BioDiscovery 3 is the record holder of 2,407,271 shares of the Issuer’s Common Stock, or approximately 11.8% of the Issuer’s Common Stock. Edmond de Rothschild, as the management company of BioDiscovery 3, Mr. Passy as president of Edmond de Rothschild and Mr. Wisniewski as partner of Edmond de Rothschild may be deemed to beneficially own such shares of Common Stock. Edmond de Rothschild, Mr. Passy and Mr. Wisniewski disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein, and this report is not an admission that either Edmond de Rothschild or Mr. Passy or Mr. Wisniewski is the beneficial owner of such securities.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Row 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 20,381,521 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on August 22, 2013.

(b) See Rows 7, 8, 9, and 10 on the cover sheet for each Reporting Person.

(c) Except as reported in Item 3 above, during the past 60 days none of the Reporting Persons has effected any transactions in the Common Stock of the Issuer.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares of the Issuer’s Common Stock beneficially owned by any of the Reporting Persons.

(e) Not applicable.

The Reporting Persons entered into lock-up agreements with the underwriters of the IPO pursuant to which the Reporting Persons have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic consequence of ownership of, directly or indirectly, or make any demand or request or exercise any right with respect to the registration of, or file with the SEC a registration statement under the Securities Act relating to, any common stock or securities convertible into or exchangeable or exercisable for any common stock without the prior written consent of both of the representatives of the underwriters, for a period of 180 days after August 21, 2013.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Lock-Up Agreement.

13D

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.

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned agree that the Schedule 13D with respect to the Common Stock, par value $0.001 per share, of Regado Biosciencs, Inc., dated as of September 3, 2013, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

DATED: September 3, 2013

Exhibit 2

Lock-Up Agreement

February 6, 2013

COWEN AND COMPANY, LLC

BMO CAPITAL MARKETS CORP.

As Representatives of the several Underwriters

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022

Re: Regado Biosciences, Inc. - Registration Statement on Form S-1 for Shares of Common Stock

Dear Sirs:

This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Regado Biosciences, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC and BMO Capital Markets Corp., as representatives (together, the “Representatives”) of a group of underwriters (collectively, the “Underwriters”) to be named therein, and the other parties thereto (if any), relating to the proposed initial public offering (the “Public Offering”) of shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the Public Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of both of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (the “Exchange Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) 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, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company will agree 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 letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

The restrictions set forth in the second paragraph shall not apply to:

(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the

undersigned and/or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned or (c) as a bona fide gift to a charity or educational institution,

(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value,

(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value,

(4) if the undersigned is a trust, any transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust and such transfer is not for value,

(5) if the undersigned is a director, officer or employee of the Company, any transfers of Common Stock solely in connection with (a) the exercise of any equity awards outstanding on the date hereof granted pursuant to the Company’s equity plans, including any “cashless” exercise thereof, provided that any shares of Common Stock received upon such exercise shall be subject to the restrictions provided for in this agreement, or (b) the surrender or forfeiture to the Company of shares of Common Stock to the Company in partial or full settlement of any withholding tax obligation of the undersigned accruing upon the exercise or vesting of any equity award outstanding on the date hereof granted pursuant to the Company’s equity plans,

(6) the entry into a sales plan pursuant to Rule 10b5-1 under the Exchange Act, provided that a copy of such plan is provided to the Underwriters promptly upon entering into the same and no transfers may be made under such plan during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company, and

(7) the conversion, exchange or exercise of any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares, provided that any shares of Common Stock or Beneficially Owned Shares received upon such conversion, exchange or exercise continue to be subject to the terms of this agreement,

provided, however, that it shall be a condition to the transfer that (A) in the case of any transfer described in clause (1), (2), (3) or (4) above, the transferee executes and delivers to the Representatives, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representatives, and (B) in the case of any transfer described in clause (1), (2), (3), (4) or (5) above, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value or, in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value or, in the case of any transfer pursuant to clause (4) above, such transfer is being made to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust and is not a transfer for value or, in the case of any transfer pursuant to clause (5) above, such transfer is being made either (a) in connection with

2

the exercise or cashless exercise of equity awards granted pursuant to the Company’s equity plans or (b) in connection with tax withholding obligations accruing upon the exercise or vesting of equity awards granted pursuant to the Company’s equity plans, as applicable. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Any Common Stock or Beneficially Owned Shares acquired by the undersigned in the open market after completion of the Public Offering will not be subject to the restrictions set forth in this agreement.

In order to enable this agreement to be enforced, the undersigned hereby consents to the placing of legends or stop transfer instructions with the Company’s transfer agent with respect to any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock.

The undersigned further agrees that (i) it will not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares, and (ii) the Company may, with respect to any Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned acknowledges and agrees that whether or not any Public Offering of Common Stock actually occurs depends on a number of factors, including market conditions.

This agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date that the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date of termination of the Underwriting Agreement if prior to the closing of the Public Offering, or (c) October 6, 2013 if the Public Offering has not been completed by such date.

Very truly yours,
Raphaël Wisniewski
(Name of Stockholder - Please Print)
(Signature)
(Name of Signatory if Stockholder is an entity - Please Print)
(Title of Signatory if Stockholder is an entity - Please Print)
Address:		c/o rue du Faubourg Saint-Honoré
		75008 Paris, France

3