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Palatin Technologies, Inc.
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|
(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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696077403
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
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1
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NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
784,000
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
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||
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8
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SHARED DISPOSITIVE POWER
784,000
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,000*
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||
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%*
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||
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12
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TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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 shares
|
|
|
6
|
SHARED VOTING POWER
542,000
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||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
542,000
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,000*
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||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%*
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||
|
12
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TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
BVF Investments, L.L.C.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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 shares
|
|
|
6
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SHARED VOTING POWER
1,566,487
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
1,566,487
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,566,487*
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||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%*
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||
|
12
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TYPE OF REPORTING PERSON
OO
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||
|
1
|
NAME OF REPORTING PERSON
Investment 10, L.L.C.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
195,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
195,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,000*
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
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||
|
12
|
TYPE OF REPORTING PERSON
OO
|
||
|
1
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NAME OF REPORTING PERSON
MSI BVF SPV, LLC
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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 shares
|
|
|
6
|
SHARED VOTING POWER
312,513
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
312,513
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,513*
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%*
|
||
|
12
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TYPE OF REPORTING PERSON
OO
|
||
|
1
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NAME OF REPORTING PERSON
BVF Partners L.P.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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 shares
|
|
|
6
|
SHARED VOTING POWER
3,400,000
|
||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
3,400,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%*
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||
|
12
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TYPE OF REPORTING PERSON
PN, IA
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||
|
1
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NAME OF REPORTING PERSON
BVF Inc.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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 shares
|
|
|
6
|
SHARED VOTING POWER
3,400,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,400,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%*
|
||
|
12
|
TYPE OF REPORTING PERSON
CO
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||
|
1
|
NAME OF REPORTING PERSON
Mark N. Lampert
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
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
0 shares
|
|
|
6
|
SHARED VOTING POWER
3,400,000
|
||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,400,000
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000*
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%*
|
||
|
12
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TYPE OF REPORTING PERSON
IN
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||
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Item 1(a).
|
Name of Issuer:
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|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
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Item 2(a).
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Name of Person Filing
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Item 2(b).
|
Address of Principal Business Office or, if None, Residence
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Item 2(c).
|
Citizenship
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|
Item 2(d).
|
Title of Class of Securities:
|
|
Item 2(e).
|
CUSIP Number:
|
|
Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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/x/
|
Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership
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|
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(a)
|
Amount beneficially owned:
|
|
|
On February 24, 2011, the Reporting Persons acquired an aggregate of 3,400,000 units of the Issuer (the “Units”), with each Unit consisting of one share of Common Stock, one Series A Warrant exercisable for approximately 0.087 of a share of Common Stock (the “Series A Warrant”) and one Series B Warrant exercisable for approximately 0.913 of a share of Common Stock (the “Series B Warrant”). The Series A Warrants are exercisable immediately and expire on the fifth anniversary of the date of issuance. The Series B Warrants are exercisable beginning one year and one day from the date of issuance, subject to certain conditions, and expire on the fifth anniversary of the date they first become exercisable.
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|
The Series A Warrants and Series B Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
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|
As of the close of business on December 31, 2014, (i) BVF beneficially owned 784,000 shares of Common Stock, (ii) BVF2 beneficially owned 542,000 shares of Common Stock, (iii) BVLLC beneficially owned 1,566,487 shares of Common Stock, (iv) ILL10 beneficially owned 195,000 shares of Common Stock, and (v) MSI beneficially owned 312,513 shares of Common Stock.
|
|
|
Partners, as the general partner of BVF and BVF2, the manager of BVLLC, and the investment adviser of each of ILL10 and MSI, may be deemed to beneficially own the 3,400,000 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and MSI.
|
|
|
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 3,400,000 shares of Common Stock beneficially owned by Partners.
|
|
|
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 3,400,000 shares of Common Stock beneficially owned by BVF Inc.
|
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|
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, BVLLC, ILL10 and MSI, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
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|
(b)
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Percent of class:
|
|
|
The following percentages are based on 39,490,161 shares of Common Stock outstanding as of November 13, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2014.
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|
|
As of the close of business on December 31, 2014 (i) BVF beneficially owned approximately 1.9% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.4% of the outstanding shares of Common Stock, (iii) BVLLC beneficially owned approximately 3.8% of the outstanding shares of Common Stock, (iv) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock, (v) MSI beneficially owned less than 1% of the outstanding shares of Common Stock, and (vi) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 7.9% of the outstanding shares of Common Stock.
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|
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(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
|
See Cover Pages Items 5-9.
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
|
See Cover Pages Items 5-9.
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
|
See Cover Pages Items 5-9.
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
See Cover Pages Items 5-9.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
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Item 8.
|
Identification and Classification of Members of the Group.
|
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Item 9.
|
Notice of Dissolution of Group.
|
|
Item 10.
|
Certifications.
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
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|||
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|
||||
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By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
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/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
|
|
||||
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|
||||
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BIOTECHNOLOGY VALUE FUND II, L.P.
|
MSI BVF SPV, LLC
|
|||
|
|
||||
|
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
|
/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
|
|
|
|||
|
|
||||
|
BVF PARTNERS L.P.
|
BVF INC.
|
|||
|
|
|
|||
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
||||
|
By:
|
/s/ Mark N. Lampert
|
President
|
||
|
Mark N. Lampert
|
|
|||
|
President
|
|
|||
|
|
/s/ Mark N. Lampert
|
|||
|
|
MARK N. LAMPERT
|
|||
|
BVF INVESTMENTS, L.L.C.
|
||||
|
By:
|
BVF Partners L.P., its manager
|
|||
|
By:
|
BVF Inc., its general partner
|
|||
|
By:
|
/s/ Mark N. Lampert
|
|||
|
Mark N. Lampert
|
||||
|
President
|
||||