3//SEC Filing
InvaGen Pharmaceuticals, Inc. 3
Accession 0001140361-19-023473
CIK 0001644963other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 6:01 AM ET
Size
12.7 KB
Accession
0001140361-19-023473
Insider Transaction Report
Form 3
InvaGen Pharmaceuticals, Inc.
10% Owner
Holdings
- 5,833,333
Common Stock, par value $0.0001 per share
- 250,000(indirect: See Footnotes)
Class A Preferred Stock, par value $0.0001 per share
- (indirect: See Footnotes)
Restricted Stock Units
Exp: 2024-06-03→ Common Stock, par value $0.0001 per share (135,617 underlying) - 3,923,429(indirect: See Footnotes)
Common Stock, par value $0.0001 per share
Footnotes (6)
- [F1]This Form 3 is being jointly filed on behalf of (i) InvaGen Pharmaceuticals Inc., a New York corporation ("InvaGen"), (ii) Cipla (EU) Limited, a company incorporated in the United Kingdom ("Cipla EU"), and (iii) Cipla Limited, a company incorporated in India ("Cipla Limited") (each of InvaGen, Cipla EU and Cipla Limited, a "Reporting Person", and collectively, the "Reporting Persons"). InvaGen is a wholly-owned direct subsidiary of Cipla EU. Cipla EU is a wholly-owned direct subsidiary of Cipla Limited. Because of the relationship of InvaGen to Cipla EU and Cipla Limited, each such Reporting Person may be deemed to beneficially own the securities covered by this Form 3.
- [F2]InvaGen owns 5,833,333 shares of common stock, par value $0.0001 per share ("common stock"), of Avenue Therapeutics, Inc. (the "Issuer").
- [F3]InvaGen, Fortress Biotech, Inc. ("Fortress"), and Dr. Lucy Lu ("Dr. Lu") entered into a Voting and Support Agreement dated November 12, 2018 (the "Support Agreement"). The Support Agreement was entered into in connection with the Stock Purchase and Merger Agreement (the "SPMA"), dated as of November 12, 2018, by and among Invagen, Madison Pharmaceuticals Inc., a newly formed wholly-owned subsidiary of InvaGen, and the Issuer. For additional information regarding the Support Agreement and the SPMA see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 12, 2018 (the "Schedule 13D").
- [F4]As a result of certain provisions contained in the Support Agreement, each of the Reporting Persons may be deemed to have shared voting power to vote, with respect to the matters covered by the Support Agreement, up to an aggregate of 3,923,429 shares of common stock, and such shares may be deemed beneficially owned by it pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Rule 13d-3"). Such 3,923,429 shares of common stock include (i) 3,590,096 issued and outstanding shares of common stock held by Fortress, (ii) 233,333 issued and outstanding shares of common stock held by Dr. Lu, and (iii) 100,000 unvested restricted shares of common stock held by Dr. Lu. Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such securities, and this Form 3 shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such securities.
- [F5]As a result of certain provisions contained in the Support Agreement, each of the Reporting Persons may be deemed to have shared voting power to vote, with respect to the matters covered by the Support Agreement, up to 250,000 shares of class A preferred stock, par value $0.0001 per share, held by Fortress, and such shares may be deemed beneficially owned by it pursuant to Rule 13d-3. Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such securities, and this Form 3 shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any securities that are the subject of the Support Agreement and covered by this Form 3.
- [F6]As a result of certain provisions contained in the Support Agreement, each of the Reporting Persons may be deemed to have shared voting power to vote, with respect to the matters covered by the Support Agreement, up to 135,617 unvested restricted stock units of the Issuer held by Dr. Lu that are convertible into shares of common stock, which may be deemed beneficially owned by it pursuant to Rule 13d-3. Such restricted stock units vest upon the earliest to occur of the following: (i) the grantee's death or disability; (ii) a change in control of the Issuer; or (iii) the Second Stage Closing (as such term is defined in the SPMA). Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such securities, and this Form 3 shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any securities that are the subject of the Support Agreement and covered by this Form 3.
Documents
Issuer
AVENUE THERAPEUTICS, INC.
CIK 0001644963
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001759453
Filing Metadata
- Form type
- 3
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 6:01 AM ET
- Size
- 12.7 KB