0000947871-21-000352.txt : 20210319 0000947871-21-000352.hdr.sgml : 20210319 20210319180028 ACCESSION NUMBER: 0000947871-21-000352 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200430 FILED AS OF DATE: 20210319 DATE AS OF CHANGE: 20210319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Israel GP Ltd. CENTRAL INDEX KEY: 0001569590 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37797 FILM NUMBER: 21759315 BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM STREET, 11TH FLOOR CITY: HERZLIYA STATE: L3 ZIP: 46766 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Israel BioFund GP Limited Partnership CENTRAL INDEX KEY: 0001569821 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37797 FILM NUMBER: 21759314 BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM STREET, 11TH FLOOR CITY: HERZLIYA STATE: L3 ZIP: 46766 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 1022-4629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 9 METERS BIOPHARMA, INC. CENTRAL INDEX KEY: 0001551986 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273948465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8480 HONEYCUTT ROAD STREET 2: SUITE 120 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 919-275-1933 MAIL ADDRESS: STREET 1: 8480 HONEYCUTT ROAD STREET 2: SUITE 120 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: INNOVATE BIOPHARMACEUTICALS, INC. DATE OF NAME CHANGE: 20180201 FORMER COMPANY: FORMER CONFORMED NAME: Monster Digital, Inc. DATE OF NAME CHANGE: 20150930 FORMER COMPANY: FORMER CONFORMED NAME: Tandon Digital, Inc. DATE OF NAME CHANGE: 20120611 4/A 1 ownership.xml X0306 4/A 2020-04-30 2020-05-04 0 0001551986 9 METERS BIOPHARMA, INC. NMTR 0001569590 OrbiMed Israel GP Ltd. 89 MEDINAT HAYEHUDIM ST., BUILDING E HERZLIYA L3 4614001 ISRAEL 0 0 1 0 0001569821 OrbiMed Israel BioFund GP Limited Partnership 89 MEDINAT HAYEHUDIM ST., BUILDING E HERZLIYA L3 4614001 ISRAEL 0 0 1 0 Common Stock 2020-04-30 4 A 0 18930255 A 18930255 I See Footnotes Series A Convertible Preferred Stock 2020-05-04 4 P 0 67865 0 A 2020-05-04 Common Stock 6786500 6786500 I See Footnotes Series A Convertible Preferred Stock 2020-05-04 4 P 0 67865 A 2020-05-04 2025-05-04 Common Stock 6786500 6786500 I See Footnotes Received in exchange for shares of RDD Pharma Ltd. in connection with the in the merger of RDD Pharma Ltd. into a wholly-owned subsidiary of the Issuer in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of October 6, 2019, as amended on December 17, 2019 (the "Merger"). These shares of the Issuer's common stock are held of record by OrbiMed Israel Partners Limited Partnership ("OIP"). OrbiMed Israel BioFund GP Limited Partnership ("OrbiMed BioFund") is the general partner of OIP, and OrbiMed Israel GP Ltd. ("OrbiMed Israel GP") is the general partner of OrbiMed BioFund. By virtue of such relationships, OrbiMed BioFund and OrbiMed Israel GP may be deemed to have voting and investment power with respect to the shares held directly by OIP noted above and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Israel GP exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the shares held by OIP. This report is being jointly filed by OrbiMed BioFund. and OrbiMed Israel GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The purchase price of the Series A Convertible Preferred Stock was $58.94 per share. The Series A Preferred Stock is convertible into Common Stock upon stockholder approval on a 1-for-100 basis, with no expiration date. The purchase price of the warrant was included with the purchase price of the Series A Convertible Preferred Stock. The Series A Preferred Warrant is convertible into Series A Preferred Stock on a 1-for-1 basis. This Form 4 amends and restates the Form 4 filed by the Reporting Persons on May 4, 2020 (the "Original Form 4"). The Reporting Persons' Form 3 filed on May 4, 2020 (the "Form 3") reported ownership of 16,986,521 shares of the Issuer's common stock acquired in the Merger. These shares of the Issuer's common should have been omitted from the Form 3 and reported instead on the Reporting Persons' Original Form 4. The common stock entry in the Form 3 should be disregarded because the Reporting Persons owned no equity securities of the Issuer before becoming subject to Section 16. In addition to reporting the 16,986,521 shares originally reported on the Form 3, this amended and restated Form 4 reports the acquisition of an additional 1,943,734 shares issued to the Reporting Persons in the Merger that were held in escrow (the "Escrowed Shares") on behalf of the Reporting Persons. In addition, on October 30, 2021, the Reporting Persons erroneously filed a Form 4 reporting the release of the Escrowed Shares. The release of the Escrowed Shares was not a reportable transaction and the October 30, 2021 Form 4 should be treated as withdrawn. /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Advisors LLC 2021-03-19 /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP VI LLC 2021-03-19