0001537055-17-000007.txt : 20170810 0001537055-17-000007.hdr.sgml : 20170810 20170810131316 ACCESSION NUMBER: 0001537055-17-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170810 DATE AS OF CHANGE: 20170810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orexigen Therapeutics, Inc. CENTRAL INDEX KEY: 0001382911 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651178822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83422 FILM NUMBER: 171020734 BUSINESS ADDRESS: STREET 1: 3344 N. TORREY PINES CT. STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-8600 MAIL ADDRESS: STREET 1: 3344 N. TORREY PINES CT. STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Telemetry Investments, L.L.C. CENTRAL INDEX KEY: 0001537055 IRS NUMBER: 134081603 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: SUITE 1108 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-425-9700 MAIL ADDRESS: STREET 1: 545 FIFTH AVE STREET 2: SUITE 1108 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 orexye16_revised.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 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: |X| Rule 13d-1(b) | | 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). CUSIP No. 686164302 Schedule 13G/A Page 2 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Telemetry Investments, L.L.C. 13-4081603 ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization Delaware ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 _________________________________________________________ ficially owned 6.Shared Voting Power 1,234,339 (1) by Each _________________________________________________________ 7.Sole Dispositive Power 0 Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 1,234,339 (1) ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,339 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 7.6% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) IA ____________________________________________________________________________ (1) Telemetry Investments, L.L.C. is the investment manager to Telemetry Securities, L.L.C., a Delaware limited liability company. As of July 31, 2017, Telemetry Securities, L.L.C. holds (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $3,000,000 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 400,000 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 293,400 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon 15,227,802 shares outstanding of the Issuer, as set forth in the Issuer's Form 10Q, filed with the Securities and Exchange Commission on May 12, 2017, and includes an additional 1,093,400 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 3 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Andrew J. Schorr ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization USA ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 _________________________________________________________ ficially owned 6.Shared Voting Power 1,234,339 (1) by Each _________________________________________________________ 7.Sole Dispositive Power 0 Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 1,234,339 (1) ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,339 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 7.6% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) IN ____________________________________________________________________________ (1) Each of Andrew J. Schorr and Daniel P. Schorr are managers of Telemetry Investments, L.L.C., a registered investment adviser to, and with power to vote or dispose of the assets of, Telemetry Securities, L.L.C. As of July 31, 2017, Telemetry Securities, L.L.C. holds (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $3,000,000 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 400,000 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 293,400 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon 15,227,802 shares outstanding of the Issuer, as set forth in the Issuer's Form 10Q, filed with the Securities and Exchange Commission on May 12, 2017, and includes an additional 1,093,400 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 4 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Daniel P. Schorr ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization USA ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 _________________________________________________________ ficially owned 6.Shared Voting Power 1,234,339 (1) by Each _________________________________________________________ 7.Sole Dispositive Power 0 Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 1,234,339 (1) ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,339 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 7.6% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) IN ____________________________________________________________________________ (1) Each of Andrew J. Schorr and Daniel P. Schorr are managers of Telemetry Investments, L.L.C., a registered investment adviser to, and with power to vote or dispose of the assets of, Telemetry Securities, L.L.C. As of July 31, 2017, Telemetry Securities, L.L.C. holds (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $3,000,000 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 400,000 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 293,400 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon 15,227,802 shares outstanding of the Issuer, as set forth in the Issuer's Form 10Q, filed with the Securities and Exchange Commission on May 12, 2017, and includes an additional 1,093,400 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 5 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Telemetry Securities, L.L.C. 13-4081600 ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization Delaware ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 (1) _________________________________________________________ ficially owned 6.Shared Voting Power 0 by Each _________________________________________________________ 7.Sole Dispositive Power 0 (1) Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 0 ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,234,339 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 7.6% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) BD ____________________________________________________________________________ (1) As of July 31, 2017, Telemetry Securities, L.L.C. holds (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $3,000,000 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 400,000 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 293,400 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon 15,227,802 shares outstanding of the Issuer, as set forth in the Issuer's Form 10Q, filed with the Securities and Exchange Commission on May 12, 2017, and includes an additional 1,093,400 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 6 of 9 Item 1. (a)Name of Issuer: Orexigen Therapeutics, Inc. (b)Address of Issuer's Principal Executive Offices 3344 N. Torrey Pines Ct., Suite 200 La Jolla, CA 92037 Item 2. (a)Name of Person Filing Telemetry Securities, L.L.C. as the holder of (i) 140,939 share of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $3,000,000 of the Issuer's 0% convertible senior secured notes due 2020 and (iv) $4,401,000 of the Issuer's 2.75% convertible senior notes due 2020, Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C. are collectively, the Reporting Persons hereunder. This filing amends that certain Schedule 13G filing made August 3, 2017 by Telemetry Securities, L.L.C. and Telemetry Investments, L.L.C., to add each of Andrew J. Schorr and Daniel P. Schorr, as Reporting Persons. (b)Address of Principal Business Office or, if none, Residence 545 Fifth Avenue, Suite 1108 New York, NY 10017 (c)Citizenship Telemetry Investments, L.L.C. and Telemetry Securities, L.L.C.-- Delaware Andrew J. Schorr and Daniel P. Schorr -- USA (d)Title of Class of Securities Common Stock (e)CUSIP Number 686164302 Item 3. If this statement is filed pursuant to ss240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) |X| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).(1) (b) | | Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c). (c) | | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) | | Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |X| An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);(2) (f) | | An employee benefit plan or endowment fund in accordance with s240.13d-1(b)(1)(ii)(F); (g) | | A parent holding company or control person in accordance with s240.13d-1(b)(ii)(G); (h) | | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) | | A church plan that is excluded from the definition of an investment company under section 3c(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) | | Group, in accordance with s240.13d-1(b)(1)(ii)(J). (1) Telemetry Securities, L.L.C is a broker-dealer which has recently filed a form BDW. (2) Telemetry Investments, L.L.C. is an investment adviser. CUSIP No. 686164302 Schedule 13G/A Page 7 of 9 Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 1,234,339 shares of common stock of the Issuer, upon (i) the exercise of all 400,000 Warrants, (ii) the conversion of all $3,000,000 of the Issuer's Senior Convertible Notes, and (iii) the conversion of all $4,401,000 of the Issuer's Convertible Notes, held by Reporting Persons. (b) Percent of Class: 7.6% of the common stock of the Issuer, based upon the amount outstanding as reported in Issuer's most recent current report on Form 10Q, and that number of shares of stock that would be issued to effect the exercise and conversion of the Warrants, Senior Convertible Notes, and Convertible Notes held by Telemetry Securities, L.L.C. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: * (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: * Instruction: For computations regarding securities which represent a right to acquire an underlying security see s240.13d(1). * This report on Schedule 13G/A is being jointly filed by (i) Telemetry Securities, L.L.C., (ii) Telemetry Investments, L.L.C. as investment adviser to Telemetry Securities, L.L.C., (iii) Andrew J. Schorr as a manager and member of Telemetry Investments, L.L.C. and (iv) Daniel P. Schorr as the other manager and member of Telemetry Investments, L.L.C. As of July 31, 2017, Telemetry Securities, L.L.C. holds (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $3,000,000 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 400,000 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 293,400 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Convertible Notes. Based on the foregoing, upon exercise of the Warrants and conversion of the Senior Convertible Notes and Convertible Notes, Telemetry Securities, L.L.C. would be entitled to receive 1,093,400 shares of common stock of the issuer, along with the 140,939 shares it currently owns. Such shares are deemed to be beneficially owned (a) directly by Telemetry Securities, L.L.C. and (b) indirectly by Telemetry Investments, L.L.C. as investment adviser to Telemetry Securities, L.L.C. and (c) indirectly by each of Andrew J. Schorr and Daniel P. Schorr as managers and members of Telemetry Investments, L.L.C. The beneficial ownership percentage of 7.6% of the class is calculated based upon 15,227,802 common shares outstanding of the Issuer, as set forth in the Issuer's Form 10Q, filed with the Securities and Exchange Commission on May 12, 2017, and includes an additional 1,093,400 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 8 of 9 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 five percent of the class of securities, check the following / /. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Telemetry Fund I, L.P. is the sole member of Telemetry Securities, L.L.C. As such, it and its partners have an indirect right in the proceeds of the Warrants, the Senior Convertible Notes, and the Convertible Notes, the shares issuable upon exercise or conversion of the Warrants, the Senior Convertible Notes and the Convertible Notes, and dividends, if any, payable in respect of such shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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. 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. August 10, 2017 ______________________________ (Date) TELEMETRY INVESTMENTS, L.L.C. By: /s/ Andrew Schorr ______________________________ Name: Andrew Schorr Title: Chief Executive Officer TELEMETRY SECURITIES, L.L.C. By: Telemetry Investments, L.L.C., its Investment Manager By: /s/ Andrew Schorr ______________________________ Name: Andrew Schorr Title: Chief Executive Officer /s/ Andrew Schorr ______________________________ Andrew Schorr /s/ Daniel Schorr ______________________________ Daniel Schorr CUSIP No. 686164302 Schedule 13G/A Page 9 of 9 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on this Schedule 13G/A Amendment 1, dated August 10, 2017 (the "Schedule 13G/A"), with respect to the Shares of Orexigen Therapeutics, Inc., is filed, and all further amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, 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 10th day of August, 2017. TELEMETRY INVESTMENTS, L.L.C. By: /s/ Andrew Schorr ______________________________ Name: Andrew Schorr Title: Chief Executive Officer TELEMETRY SECURITIES, L.L.C. By: Telemetry Investments, L.L.C., its Investment Manager By: /s/ Andrew Schorr ______________________________ Name: Andrew Schorr Title: Chief Executive Officer /s/ Andrew Schorr ______________________________ Andrew Schorr /s/ Daniel Schorr ______________________________ Daniel Schorr