UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.      )*

 

 

BELLEROPHON THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $ $0.01 per share

(Title of Class of Securities)

078771102

(CUSIP Number)

November 23, 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:

☐ 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).

 

 

 

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CUSIP No. 078771102

 

1		Name of reporting persons.   Boxer Capital, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.   -0-
				6		Shared voting power.   1,857,143
				7		Sole dispositive power.   -0-
				8		Shared dispositive power.   1,857,143
9		Aggregate amount beneficially owned by each reporting person.   1,857,143
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).   ☐
11		Percent of class represented by amount in row (9).   5.9%*
12		Type of reporting person   OO

 

*	Based on 31,702,624 shares of common stock reported to be outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

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CUSIP No. 078771102

 

1		Name of reporting persons.   Boxer Asset Management Inc.
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.   Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.   -0-
				6		Shared voting power.   1,857,143
				7		Sole dispositive power.   -0-
				8		Shared dispositive power.   1,857,143
9		Aggregate amount beneficially owned by each reporting person.   1,857,143
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).   ☐
11		Percent of class represented by amount in row (9).   5.9%*
12		Type of reporting person   CO

 

*	Based on 31,702,624 shares of common stock reported to be outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

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CUSIP No. 078771102

 

1		Name of reporting persons.   MVA Investors, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.   285,714
				6		Shared voting power.   -0-
				7		Sole dispositive power.   285,714
				8		Shared dispositive power.   -0-
9		Aggregate amount beneficially owned by each reporting person.   285,714
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).   ☐
11		Percent of class represented by amount in row (9).   0.9%*
12		Type of reporting person   OO

 

*	Based on 31,702,624 shares of common stock reported to be outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

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CUSIP No. 078771102

 

1		Name of reporting persons.   Joe Lewis
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.   United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		Sole voting power.   -0-
				6		Shared voting power.   1,857,143
				7		Sole dispositive power.   -0-
				8		Shared dispositive power.   1,857,143
9		Aggregate amount beneficially owned by each reporting person.   1,857,143
10		Check box if the aggregate amount in row (9) excludes certain shares (see instructions).   ☐
11		Percent of class represented by amount in row (9).   5.9%*
12		Type of reporting person   IN

 

*	Based on 31,702,624 shares of common stock reported to be outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016.

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Item 1(a). Name of Issuer:

Bellerophon Therapeutics, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

184 Liberty Corner Road, Suite 302

Warren, New Jersey 07059

Item 2(a). Name of Person Filing:

This Schedule 13G is jointly filed by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”) and Joe Lewis (together with Boxer Capital, Boxer Management and MVA Investors, the “Reporting Persons”). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital and Tavistock Life Sciences Company, a corporation organized under the laws of Delaware and an affiliate of Boxer Capital, and is controlled by employees of Tavistock Life Sciences Company that are members of MVA Investors. As such, MVA Investors is not controlled by any of the other Reporting Persons.

Item 2(b). Address of Principal Business Office, or, if none, Residence:

The principal business address of Boxer Capital and MVA Investors is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

Item 2(c). Citizenship:

Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom. MVA Investors is a limited liability company organized under the laws of Delaware.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e). CUSIP Number:

078771102

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

 

(a)

Amount beneficially owned:

Boxer Capital, Boxer Management and Joe Lewis beneficially own 1,857,143* shares of Common Stock. MVA Investors beneficially owns 285,714* shares of Common Stock.

 

(b)

Percent of class:

The shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 5.9%* of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors represent 0.9%* of the Issuer’s outstanding shares of Common Stock.

 

(c)

Number of shares as to which such person has:

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(i)

Sole power to vote or direct the vote:

MVA Investors has the sole power to vote or to direct the vote of the 285,714 shares of Common Stock it beneficially owns.

 

(ii)

Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joe Lewis have the shared power to vote or to direct the vote of the 1,857,143* shares of Common Stock they beneficially own.

 

(iii)

Sole power to dispose or to direct the disposition of:

MVA Investors has the sole power to dispose or to direct the disposition of the 285,714 shares of Common Stock it beneficially owns.

 

(iv)

Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joe Lewis have the shared power to dispose or to direct the disposition of the 1,857,143* shares of Common Stock they beneficially own.

* The Reporting Persons may be deemed to beneficially own 2,142,857 shares of Common Stock in the aggregate which constitute approximately 6.8% of the Issuer’s outstanding shares of Common Stock (based on 31,702,624 shares of common stock reported to be outstanding after the closing of its public offering as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on November 23, 2016). Boxer Management and Joe Lewis each have shared voting and dispositive power with regard to the shares of Common Stock owned directly by Boxer Capital. MVA Investors has sole voting and dispositive power with regard to the shares of Common Stock it owns directly.

Boxer Capital currently holds a warrant to purchase 1,857,143 shares of Common Stock (the “Boxer Warrant”) and MVA Investors holds a warrant to purchase 285,714 shares of Common Stock (the “MVA Warrant,” and together with the Boxer Warrant, the “Warrants”). The Warrants have an exercise price equal to $0.80 per share of Common Stock. The Warrants may be exercised at any time on or after the issuance thereof and for a five-year period thereafter; provided, however, pursuant to their terms, the Warrants are only exercisable to the extent that the holders thereof (together with the holders’ affiliates, and any other persons acting as a group) would beneficially own no more than 4.99% of the outstanding shares of Common Stock after exercise. The shares of Common Stock that Boxer Capital and MVA Investors have the right to acquire upon exercise of the Warrants are not deemed to be currently beneficially owned by any of the Reporting Persons because of the limitations of ownership as described above. Except as otherwise provided in the Warrants, or by virtue of the holders’ ownership of Common Stock, the holders of the Warrants do not have the rights or privileges of holders of Common Stock, including any voting rights, until they exercise their Warrants. A copy of the form of warrant is filed herewith as an exhibit and incorporated herein by reference, and any descriptions herein of the Warrants are qualified in their entirety by reference to the form of warrant.

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

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Only Boxer Capital has the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by Boxer Capital. Only MVA Investors has the right to receive dividends and the proceeds from sale of the shares of Common Stock held by MVA Investors. See Item 4 above.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

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Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

 

1

Joint Filing Agreement, dated March 1, 2017, among the Reporting Persons.

 

2

Form of Warrant to purchase Common Stock, incorporated herein by reference to Exhibit 4.4 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 21, 2016.

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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.

March 1, 2017

 

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G with respect to the shares of Bellerophon Therapeutics, Inc., Common Stock, par value $0.01 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 March 1, 2017.