0001193125-12-002339.txt : 20120104 0001193125-12-002339.hdr.sgml : 20120104 20120104172955 ACCESSION NUMBER: 0001193125-12-002339 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120104 DATE AS OF CHANGE: 20120104 GROUP MEMBERS: AARON DAVIS GROUP MEMBERS: BOXER ASSET MANAGEMENT INC. GROUP MEMBERS: BOXER CAPITAL, LLC GROUP MEMBERS: JOSEPH LEWIS GROUP MEMBERS: MVA INVESTORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alexza Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001344413 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770567768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82505 FILM NUMBER: 12507569 BUSINESS ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650.944.7000 MAIL ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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 13G/A BUSINESS ADDRESS: STREET 1: 445 MARINE VIEW AVENUE STREET 2: SUITE 100 CITY: DEL MAR STATE: CA ZIP: 92014 BUSINESS PHONE: (858) 400-3112 MAIL ADDRESS: STREET 1: 445 MARINE VIEW AVENUE STREET 2: SUITE 100 CITY: DEL MAR STATE: CA ZIP: 92014 SC 13G/A 1 d277434dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Alexza Pharmaceuticals, Inc.

(Name of issuer)

 

 

 

Common Stock, $0.0001 par value

(Title of class of securities)

 

015384100

(CUSIP number)

 

December 31, 2011

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 015384100   Page 2 of 10 Pages

 

  (1)   

Names of reporting persons

 

Boxer Capital, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨

(b)  x

 

  (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

 

3,402,492*

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

3,402,492*

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

3,402,492*

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

4.7%**

(12)

  

Type of reporting person (see instructions)

 

CO

 

* Includes the right to acquire 1,261,857 Common Shares pursuant to a Warrant issued by the Issuer to Boxer Capital on May 6, 2011. The Warrant can only be exercised to the extent that, after such exercise, the Reporting Persons would beneficially own no more than 4.999% of the Issuer’s outstanding Common Shares.

 

** Based on 72,136,338 Common Shares reported outstanding as of November 30, 2011, on the Issuer’s Prospectus Supplement No. 3 filed on December 1, 2011.

SCHEDULE 13G

 

CUSIP No. 015384100   Page 3 of 10 Pages

 

  (1)   

Names of reporting persons

 

Boxer Asset Management Inc.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Bahamas

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

-0-

   (6)   

Shared voting power

 

3,402,492*

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

3,402,492*

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

3,402,492*

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

4.7%**

(12)

  

Type of reporting person (see instructions)

 

CO

 

* Includes the right to acquire 1,261,857 Common Shares pursuant to a Warrant issued by the Issuer on May 6, 2011 to Boxer Capital. The Warrant can only be exercised to the extent that, after such exercise, the Reporting Persons would beneficially own no more than 4.999% of the Issuer’s outstanding Common Shares.

 

** Based on 72,136,338 Common Shares reported outstanding as of November 30, 2011, on the Issuer’s Prospectus Supplement No. 3 filed on December 1, 2011.

SCHEDULE 13G

 

CUSIP No. 015384100   Page 4 of 10 Pages

 

  (1)   

Names of reporting persons

 

MVA Investors, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨

(b)  x

 

  (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

 

368,219*

   (6)   

Shared voting power

 

-0-

   (7)   

Sole dispositive power

 

368,219*

   (8)   

Shared dispositive power

 

-0-

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

368,219*

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

0.5%*

(12)

  

Type of reporting person (see instructions)

 

CO

 

* Includes the right to acquire 129,629 Common Shares pursuant to a Warrant issued by the Issuer to MVA on May 6, 2011. The Warrant can only be exercised to the extent that, after such exercise, the Reporting Persons would beneficially own no more than 4.999% of the Issuer’s outstanding Common Shares.

 

** Based on 72,136,338 Common Shares reported outstanding as of November 30, 2011, on the Issuer’s Prospectus Supplement No. 3 filed on December 1, 2011.

SCHEDULE 13G

 

CUSIP No. 015384100   Page 5 of 10 Pages

 

  (1)   

Names of reporting persons

 

Aaron Davis

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨

(b)  x

 

  (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

 

25,000

   (6)   

Shared voting power

 

-0-

   (7)   

Sole dispositive power

 

25,000

   (8)   

Shared dispositive power

 

-0-

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

25,000

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

0.0%

(12)

  

Type of reporting person (see instructions)

 

IN

 

* Based on 72,136,338 Common Shares reported outstanding as of November 30, 2011, on the Issuer’s Prospectus Supplement No. 3 filed on December 1, 2011.

SCHEDULE 13G

 

CUSIP No. 015384100   Page 6 of 10 Pages

 

  (1)   

Names of reporting persons

 

Joseph Lewis

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨

(b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United Kingdom

Number of

shares

beneficially

owned by

each

reporting

person

with:

    (5)    

Sole voting power

 

-0-

   (6)   

Shared voting power

 

3,402,492*

   (7)   

Sole dispositive power

 

-0-

   (8)   

Shared dispositive power

 

3,402,492*

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

3,402,492*

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

  

Percent of class represented by amount in Row (9)

 

4.7%**

(12)

  

Type of reporting person (see instructions)

 

IN

 

* Includes the right to acquire 1,261,857 Common Shares pursuant to a Warrant issued by the Issuer to Boxer Capital on May 6, 2011. The Warrant can only be exercised to the extent that, after such exercise, the Reporting Persons would beneficially own no more than 4.999% of the Issuer’s outstanding Common Shares.

 

** Based on 72,136,338 Common Shares reported outstanding as of November 30, 2011, on the Issuer’s Prospectus Supplement No. 3 filed on December 1, 2011.

  Page 7 of 10 Pages

This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on May 16, 2011 (the “Original Filing”). Information reported in the Original Filing remains in effect except to the extent that it is expressly amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing. This Amendment No. 1 is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Reporting Persons.

Item 4. Ownership.

Item 4 is hereby amended and restated as follows:

(a) Amount beneficially owned:

Boxer Capital, Boxer Management and Joseph Lewis beneficially own 3,402,492* Common Shares. MVA beneficially owns 368,219* Common Shares. Aaron Davis beneficially owns 25,000* Common Shares.

(b) Percent of class:

The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis represent 4.7%* of the Issuer’s outstanding Common Shares outstanding. The Common Shares beneficially owned by MVA represent 0.5%* of the Issuer’s outstanding Common Shares. The Common Shares beneficially owned by Aaron Davis represent 0.0%* of the Issuer’s outstanding Common Shares.

(c) Number of shares as to which such person has:

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

MVA has the sole power to vote the 368,219* Common Shares it beneficially owns. Aaron Davis has the sole power to vote the 25,000* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.

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

Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the 3,402,492* Common Shares they beneficially own. Neither MVA nor Aaron Davis has shared power to vote or direct the vote of any Common Shares.

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

MVA has the sole power to dispose of the 368,219* Common Shares it beneficially owns. Aaron Davis has the sole power to dispose of the 25,000* Common Shares he beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.

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

Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the 3,402,492* Common Shares they beneficially own. Neither MVA nor Aaron Davis has shared power to dispose of or direct the disposition of any Common Shares.

* The Reporting Persons may be deemed to beneficially own 3,606,095 Common Shares which constitute approximately 4.999% of a notional number of the Issuer’s outstanding Common Shares (based on 72,136,338 Common Shares reported outstanding as of November 30, 2011, on the Issuer’s Prospectus Supplement No. 3 filed on December 1, 2011). This includes a right of Boxer Capital to acquire 1,261,857 Common Shares pursuant to a Warrant issued by the Issuer to Boxer Capital on May 6, 2011 (the “Boxer Warrant”) and a right of MVA to acquire 129,629 Common Shares pursuant to a Warrant issued by the Issuer to MVA on May 6, 2011 (the “MVA Warrant”). The Boxer Warrant and the MVA Warrant can only be exercised to the extent that, after such exercise, the Reporting Persons would beneficially own no more than 4.999% of the Issuer’s outstanding Common Shares.

  Page 8 of 10 Pages

Boxer Capital has shared voting and dispositive power with regard to the Common Shares it owns directly. Boxer Management and Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares owned directly by Boxer Capital. MVA has sole voting and dispositive power over the Common Shares owned by it. Aaron Davis has sole voting and dispositive power over the Common Shares he owns. Neither Boxer Capital, Boxer Management nor Mr. Lewis have any voting or dispositive power with regard to the Common Shares held by either MVA or Aaron Davis.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

 

Exhibits

      
1    Joint Filing Agreement, dated May 16, 2011, between the Reporting Persons.

  Page 9 of 10 Pages

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.

 

    BOXER CAPITAL, LLC
Date: January 4, 2012      
    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
    MVA Investors, LLC
    By:   /s/ Neil Reisman
    Name:   Neil Reisman
    Title:   Authorized Signatory
    AARON DAVIS
    By:   /s/ Aaron Davis
      Aaron Davis, Individually
    JOSEPH LEWIS
    By:   /s/ Joseph Lewis
      Joseph Lewis, Individually
 EX-1 2 d277434dex1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G, dated May 16, 2011, with respect to the shares of Alexza Pharmaceuticals, Inc. Common Stock, par value $0.0001 per share, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G 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.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 16th day of May, 2011.

 

    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
    MVA Investors, LLC
    By:   /s/ Neil Reisman
    Name:   Neil Reisman
    Title:   Authorized Signatory
    AARON DAVIS
    By:   /s/ Aaron Davis
      Aaron Davis, Individually
    JOSEPH LEWIS
    By:   /s/ Joseph Lewis
      Joseph Lewis, Individually