0000947871-16-001495.txt : 20160916 0000947871-16-001495.hdr.sgml : 20160916 20160916161416 ACCESSION NUMBER: 0000947871-16-001495 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160916 DATE AS OF CHANGE: 20160916 GROUP MEMBERS: ORBIMED CAPITAL GP V LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cynapsus Therapeutics Inc. CENTRAL INDEX KEY: 0001532079 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981226819 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88902 FILM NUMBER: 161889567 BUSINESS ADDRESS: STREET 1: 828 RICHMOND STREET WEST CITY: TORONTO STATE: A6 ZIP: M6J 1C9 BUSINESS PHONE: 416-703-2449 MAIL ADDRESS: STREET 1: 828 RICHMOND STREET WEST CITY: TORONTO STATE: A6 ZIP: M6J 1C9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 ss10687_sc13ga.htm AMENDMENT NO. 3
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*


 
Cynapsus Therapeutics Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
23257Y859
(CUSIP Number)
 
September 14, 2016
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in 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).
 
 


 
 
 
 
  
CUSIP No.  23257Y859
 SCHEDULE 13G
Page 2 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                 
OrbiMed Capital GP V LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
           
           
4
CITIZENSHIP OR PLACE OF ORGANIZATION
                
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
              
0
6
SHARED VOTING POWER
                  
816,154 (1)
7
SOLE DISPOSITIVE POWER
           
0
8
SHARED DISPOSITIVE POWER
           
816,154 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                     
816,154 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
             
                 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
           
6.6% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
               
OO
  
 
(1)
Evidenced by (i) 500,000 shares of the Issuer’s Common Stock (“Shares”) and (ii) 316,154 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants).
 
(2)
This percentage is calculated based upon 12,448,108 shares of the Issuer’s Shares outstanding, as set forth in the Issuer’s Form 8-K, dated August 31, 2016, filed with the Securities and Exchange Commission on September 1, 2016.
  
 
 

 
  
CUSIP No.  23257Y859
 SCHEDULE 13G
Page 3 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                       
OrbiMed Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
                   
                     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
                 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
                    
0
6
SHARED VOTING POWER
                
816,154 (1)
7
SOLE DISPOSITIVE POWER
                  
0
8
SHARED DISPOSITIVE POWER
                    
816,154 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                         
816,154 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
                  
                  
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
               
6.6% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
                        
IA
  
 
(1)
Evidenced by (i) 500,000 shares of the Issuer’s Common Stock (“Shares”) and (ii) 316,154 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants).
 
(2)
This percentage is calculated based upon 12,448,108 shares of the Issuer’s Shares outstanding, as set forth in the Issuer’s Form 8-K, dated August 31, 2016, filed with the Securities and Exchange Commission on September 1, 2016.
   
 
 

 
   
CUSIP No.  23257Y859
 SCHEDULE 13G
Page 4 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                               
Samuel D. Isaly
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
 
3
SEC USE ONLY
                      
                    
4
CITIZENSHIP OR PLACE OF ORGANIZATION
                        
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
                    
0
6
SHARED VOTING POWER
                        
816,154 (1)
7
SOLE DISPOSITIVE POWER
                      
0
8
SHARED DISPOSITIVE POWER
                   
816,154 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                          
816,154 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
                  
                    
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                         
6.6% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
                                
IN
  
 
(1)
Evidenced by (i) 500,000 shares of the Issuer’s Common Stock (“Shares”) and (ii) 316,154 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants).
 
(2)
This percentage is calculated based upon 12,448,108  shares of the Issuer’s Shares outstanding, as set forth in the Issuer’s Form 8-K, dated August 31, 2016, filed with the Securities and Exchange Commission on September 1, 2016.
  
 
 

 
  
CUSIP No.  23257Y859
 SCHEDULE 13G
Page 5 of 7 Pages
   
Item 1.
(a) Name of Issuer:
 
Cynapsus Therapeutics Inc.
 
 
(b) Address of Issuer’s Principal Executive Offices:
 
828 Richmond Street West
 
Toronto, Ontario M6J 1C9
 
Canada
 

 
Item 2.
(a) Name of Person Filing:
 
This Schedule 13G is being filed by each of the following persons (each a “Reporting Person”, and together, the “Reporting Persons”):
 
 
(i)
OrbiMed Capital GP V LLC (“GP V”)
 
(ii)
OrbiMed Advisors LLC (“Advisors”)
 
(iii)
Samuel D. Isaly (“Isaly”)
 
 
(b) Address of Principal Business Office:
 
601 Lexington Avenue, 54th Floor
 
New York, NY 10022
 
 
(c) Citizenship:
 
Please refer to Item 4 on each cover sheet for each filing person.
 
 
(d) Title of Class of Securities:
 
Common Stock
 
 
(e) CUSIP No.:
 
23257Y859
 
 
 
 
 
 

 
CUSIP No. 23257Y859
 SCHEDULE 13G
Page 6 of 7 Pages
    
Item 3.
 
Not Applicable
 

Item 4. Ownership:
GP V is the sole general partner of OrbiMed Private Investments V, LP (“OPI V”), which holds 816,154 shares of the Issuer’s Common Stock (“Shares”).  Advisors is an investment advisor in accordance with § 240.13d-1(b)(1)(ii)(E) and is the Managing Member of GP V. Isaly is the Managing Member of Advisors and a control person in accordance with § 240.13d-1(b)(1)(ii)(G). On the basis of these relationships, GP V, Advisors and Isaly may be deemed to share beneficial ownership of the Shares held by OPI V.
 
 
(a)
Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
 
 
(b)
Percent of class: See the response(s) to Item 11 on the attached cover page(s).
 
 
(c)
Number of shares as to which such person has:
 
(i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
 
(ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
 
(iii)  Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
 
(iv)  Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 
See Item 4.
 
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 

 
 
CUSIP No. 23257Y859
 SCHEDULE 13G
Page 7 of 7 Pages
 
 
SIGNATURES
 
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: September 16, 2016
  
 
OrbiMed Capital GP V LLC
By: OrbiMed Advisors LLC, its Managing Member
         
 
By:
 /s/ Samuel D. Isaly
 
   
Name:
 Samuel D. Isaly
 
   
Title:
 Managing Member
 
         
     
 
OrbiMed Advisors LLC
 
         
 
By:
 /s/ Samuel D. Isaly
 
   
Name:
 Samuel D. Isaly
 
   
Title:
 Managing Member
 
         
 
Samuel D. Isaly
 
       
   
/s/ Samuel D. Isaly
 
   
Name:
 Samuel D. Isaly
 
 
 
 
 
 
 
 
 
 
 
 

EX-99.A 2 ss10687_ex99a.htm JOINT FILING AGREEMENT
 
CUSIP No.  23257Y859
 SCHEDULE 13G
Page 1 of 1 Pages
 
 
EXHIBIT A
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on this Schedule 13G dated September 16, 2016 (the “Schedule 13G”), with respect to the Common Stock of Cynapsus Therapeutics Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, 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.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 16, 2016.
  
 
OrbiMed Capital GP V LLC
By: OrbiMed Advisors LLC, its Managing Member
         
 
By:
 /s/ Samuel D. Isaly
 
   
Name:
 Samuel D. Isaly
 
   
Title:
 Managing Member
 
         
     
 
OrbiMed Advisors LLC
 
         
 
By:
 /s/ Samuel D. Isaly
 
   
Name:
 Samuel D. Isaly
 
   
Title:
 Managing Member
 
         
 
Samuel D. Isaly
 
       
   
/s/ Samuel D. Isaly
 
   
Name:
 Samuel D. Isaly