SC 13D 1 p17-2005sc13d.htm INOTEK PHARMACEUTICALS CORPORATION

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Inotek Pharmaceuticals Corporation

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

45780V102

(CUSIP Number)
 
Robert Atchinson
Adage Capital Partners GP, L.L.C.
200 Clarendon Street, 52nd Floor
Boston, MA 02116

(617) 867-2800

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

September 26, 2017

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 13 Pages)

______________________________

* 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 ("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. 45780V102SCHEDULE 13DPage 2 of 13 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,500,000

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,500,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,500,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.55%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 45780V102SCHEDULE 13DPage 3 of 13 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,500,000

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,500,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,500,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.55%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 45780V102SCHEDULE 13DPage 4 of 13 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Advisors, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,500,000

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,500,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,500,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.55%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 45780V102SCHEDULE 13DPage 5 of 13 Pages

 

1

NAME OF REPORTING PERSON

Robert Atchinson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

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

1,500,000

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,500,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,500,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.55%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 45780V102SCHEDULE 13DPage 6 of 13 Pages

 

1

NAME OF REPORTING PERSON

Phillip Gross

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

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

1,500,000

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,500,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,500,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.55%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 45780V102SCHEDULE 13DPage 7 of 13 Pages

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, $0.01 par value per share (the "Common Stock"), of Inotek Pharmaceuticals Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 91 Hartwell Avenue, Lexington, Massachusetts 02421.  

 

Item 2. IDENTITY AND BACKGROUND
   
(a) This statement is filed by:
   
  (i) Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the shares of Common Stock directly owned by it;
     
  (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Common Stock directly owned by ACP;
     
  (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP;
     
  (iv) Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP; and
     
  (v) Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
   
(b) The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.
   

 

 

CUSIP No. 45780V102SCHEDULE 13DPage 8 of 13 Pages

 

(c) The principal business of ACP is to invest in securities. The principal business of ACPGP is the management of the affairs of ACP. The principal business of ACA,  and each Managing Member is the management of investments in securities.
   
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
(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, 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.
   
(f) ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Funds for the purchase of the 1,500,000 shares of Common Stock to which this Schedule 13D relates were derived from working capital of ACP and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the 1,500,000 shares of Common Stock reported herein. A total of $7,079,348.55 was paid to acquire the 1,500,000 shares of Common Stock reported herein.  ACPGP, ACA and Messrs. Atchinson or Gross control the investing and trading in securities of ACP. None of ACPGP, ACA or Messrs. Atchinson or Gross directly hold any shares of Common Stock.

 

Item 4. PURPOSE OF TRANSACTION
   
  The Reporting Persons acquired the shares of Common Stock to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer.  The Reporting Persons acquired the shares of Common Stock pursuant to investment strategies, including merger arbitrage and event driven strategies, because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity.  Accordingly, the Reporting Persons may not be eligible to report this position on a Schedule 13G. See Colish, Faith (No-Act., Available March 24, 1980). On September 13, 2017, the Issuer filed a Current Report on Form 8-K disclosing it had entered into an

 

 

CUSIP No. 45780V102SCHEDULE 13DPage 9 of 13 Pages

 

  Agreement and Plan of Merger dated as of September 12, 2017 (the "Merger Agreement") with Rome Merger Sub and Rocket Pharmaceuticals, Ltd. The transactions contemplated by the Merger Agreement are hereinafter referred to as the "Proposed Transaction".
   
  Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the shares of Common Stock reported herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning matters with respect to the Reporting Persons' investment in the shares of Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors, including, without limitation, the terms of the Proposed Transaction and any other offers or developments related thereto, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board of Directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in hedging or similar transactions with respect to the shares of Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.    

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons.  The percentages used in this Schedule 13D are calculated based upon 27,010,202 shares of Common Stock reported to be outstanding as of August 3, 2017 as reflected in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed with the Securities and Exchange Commission on August 3, 2017.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

 

CUSIP No. 45780V102SCHEDULE 13DPage 10 of 13 Pages

 

(c) The transactions in the shares of Common Stock within the past sixty days by ACP, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. The other Reporting Persons did not enter into any transactions in the shares of Common Stock within the past sixty days.
   
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.
   
(e) Not applicable.
   

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof 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 other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit 1: Joint Filing Agreement Statement as required by Rule 13d-1(k)(1) under the Act.

 

 

CUSIP No. 45780V102SCHEDULE 13DPage 11 of 13 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 5, 2017

 

     
     
ADAGE CAPITAL PARTNERS, L.P.  
By:  Adage Capital Partners GP, L.L.C.,  
its general partner  
   
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL PARTNERS GP, L.L.C.  
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL ADVISORS, L.L.C.  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ROBERT ATCHINSON  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
PHILLIP GROSS  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually  
       

 

CUSIP No. 45780V102SCHEDULE 13DPage 12 of 13 Pages

 

Schedule A

 

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock which were effectuated by ACP within the past sixty days and. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Share ($) is a weighted average price if a price range is indicated in the column Price Range ($). These Ordinary Shares were purchased/sold in multiple transactions at prices between the price ranges below. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)* Price Range ($)
09/14/2017 162,552 1.19 1.145-1.21
09/15/2017 123,600 1.32 1.25-1.39
09/18/2017   68,000 1.35 1.33-1.35
09/19/2017   49,106 1.30 1.26-1.315
09/20/2017   43,691 1.40 1.365-1.4
09/21/2017 126,999 1.49 1.46-1.5
09/22/2017 106,052 1.49 1.46-1.5
09/25/2017 111,809 1.60 1.555-1.6
09/26/2017 100,000 1.73 1.705-1.75
09/27/2017   53,191 1.68 1.66-1.7
09/28/2017   85,000 1.69 1.66-1.74
       

 

*       Excluding commissions.

 

CUSIP No. 45780V102SCHEDULE 13DPage 13 of 13 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: October 5, 2017

 

ADAGE CAPITAL PARTNERS, L.P.
By:  Adage Capital Partners GP, L.L.C.,
its general partner
 
By:  Adage Capital Advisors, L.L.C.,
its managing member
 
/s/ Robert Atchinson
Name:  Robert Atchinson
Title: Managing Member
 
ADAGE CAPITAL PARTNERS GP, L.L.C.
By:  Adage Capital Advisors, L.L.C.,
its managing member
 
/s/ Robert Atchinson
Name:  Robert Atchinson
Title: Managing Member
 
ADAGE CAPITAL ADVISORS, L.L.C.
 
/s/ Robert Atchinson
Name:  Robert Atchinson
Title: Managing Member
 
ROBERT ATCHINSON
 
/s/ Robert Atchinson
ROBERT ATCHINSON, individually

 
PHILLIP GROSS
 
/s/ Phillip Gross
PHILLIP GROSS, individually