UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Amendment No. )
Under the Securities Exchange Act of 1934*
| OncoGenex Pharmaceuticals Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 68230A106 |
| (CUSIP Number) |
| June 27, 2014 |
| (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) |
| S | 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 68230A106 | 13G | Page 2 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS Great Point Partners, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 37-1475292 | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a) | £ | ||||
| (b) | £ | ||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 2,111,5901 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 2,111,5901 | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,111,5901 | ||||
| 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) 9.99%2 | ||||
| 12. | TYPE OF REPORTING PERSON (See Instructions) IA | ||||
| 1 | Does not include of an aggregate of 3,066,602 shares underlying Series A and Series B warrants owned by Biomedical Value Fund, LP, Biomedical Offshore Value Fund, Ltd., Biomedical Institutional Value Fund, LP, GEF-SMA, LP, Class D Series of GEF-PS, LP and WS Investments II, LLC. The provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.99% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise (the “Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such warrants as would result in total beneficial ownership by such reporting persons up to the Ownership Cap. |
| 2 | Based on a total of 21,137,038 shares of Common Stock outstanding as represented by the Issuer on July 4, 2014. |
| CUSIP No. 68230A106 | 13G | Page 3 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS Dr. Jeffrey R. Jay, M.D. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a) | £ | ||||
| (b) | £ | ||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 2,111,5901 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 2,111,5901 | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,111,5901 | ||||
| 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)
9.99%2 | ||||
| 12. | TYPE OF REPORTING PERSON (See Instructions) IN | ||||
| CUSIP No. 68230A106 | 13G | Page 4 of 11 Pages |
| 1. | NAMES OF REPORTING PERSONS Mr. David Kroin I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a) | £ | ||||
| (b) | £ | ||||
| 3. | SEC USE ONLY | ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | ||||
| NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 | |||
| 6. | SHARED VOTING POWER 2,111,5901 | ||||
| 7. | SOLE DISPOSITIVE POWER 0 | ||||
| 8. | SHARED DISPOSITIVE POWER 2,111,5901 | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,111,5901 | ||||
| 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)
9.99%2 | ||||
| 12. | TYPE OF REPORTING PERSON (See Instructions) IN | ||||
| CUSIP No. 68230A106 | 13G | Page 5 of 11 Pages |
| Item 1. | ||||||
| (a) | Name of Issuer | |||||
| OncoGenex Pharmaceuticals Inc. | ||||||
| (b) | Address of Issuer’s Principal Executive Offices | |||||
| 1522 217th Place S.E., Bothell, Washington 98021 | ||||||
| Item 2. | ||||||
| (a) | Name of Person Filing | |||||
|
Great Point Partners, LLC Mr. David Kroin |
||||||
| The Reporting Persons have entered into a Joint Filing Agreement, dated July 7, 2014, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | ||||||
| (b) | Address of Principal Business Office, or if none, Residence | |||||
| The address of the principal business office of each of the Reporting Persons is | ||||||
|
165 Mason Street, 3rd Floor Greenwich, CT 06830 |
||||||
| (c) | Citizenship | |||||
| Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States. | ||||||
| (d) | Title of Class of Securities | |||||
| Common Stock | ||||||
| (e) | CUSIP Number | |||||
| 68230A106 | ||||||
| Item 3. | If this statement is filed pursuant to §240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a: | |||||
| Not Applicable. | ||||||
| (a) | £ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | ||||
| (b) | £ | Bank as defined in Section 3(a)(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) | £ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||||
| CUSIP No. 68230A106 | 13G | Page 6 of 11 Pages |
| (f) | £ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |||
| (g) | £ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(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 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |||
| (j) | £ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |||
| Item 4. | Ownership | ||||
| Biomedical Value Fund, L.P. (“BVF”) is the record owner of 709,536 shares of Common Stock (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares. In addition, BVF is the record owner of Series A and Series B warrants to purchase 1,030,441 shares of Common Stock. | |||||
| Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 520,273 shares of Common Stock (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares. In addition, BOVF is the record owner of Series A and Series B warrants to purchase 755,578 shares of Common Stock. | |||||
| Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record owner of 167,313 shares of Common Stock (the “BIVF Shares”). Great Point is the investment manager of BIVF, and by virtue of such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BIVF Shares, and therefore may be deemed to be the beneficial owner of the BIVF Shares. In addition, BIVF is the record owner of Series A and Series B warrants to purchase 242,983 shares of Common Stock. | |||||
| GEF-SMA, LP (“GEF-SMA”) is the record owner of 366,423 shares of Common Stock (the “GEF-SMA Shares”). Great Point is the investment manager of GEF-SMA, and by virtue of such status may be deemed to be the beneficial owner of the GEF-SMA Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-SMA Shares, and therefore may be deemed to be the beneficial owner of the GEF-SMA Shares. In addition, GEF-SMA is the record owner of Series A and Series B warrants to purchase 532,145 shares of Common Stock. | |||||
| CUSIP No. 68230A106 | 13G | Page 7 of 11 Pages |
| Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of 304,235 shares of Common Stock (the “GEF-PS Shares”). Great Point is the investment manager of GEF-PS, and by virtue of such status may be deemed to be the beneficial owner of the GEF-PS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the GEF-PS Shares. In addition, GEF-PS is the record owner of Series A and Series B warrants to purchase 441,831 shares of Common Stock. | |
|
WS Investments II, LLC (“WS”) is the record owner of 43,810 shares of Common Stock (the “WS Shares”). Great Point is the investment manager with respect to the WS Shares, and by virtue of such status may be deemed to be the beneficial owner of the WS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the WS Shares, and therefore may be deemed to be the beneficial owner of the WS Shares. In addition, WS is the record owner of Series A and Series B warrants to purchase 63,624 shares of Common Stock. The provisions of the warrants described above restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.99% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise (the “Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such warrants as would result in total beneficial ownership by such reporting persons up to the Ownership Cap. | |
| Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares, the BIVF Shares, the GEF-SMA Shares, the GEF-PS Shares, the WS Shares, and the shares of Common Stock underlying warrants described above, except to the extent of their respective pecuniary interests. |
| 1. | Great Point Partners, LLC | |
| (a) | Amount beneficially owned: 2,111,5903 | |
| (b) | Percent of class: 9.99%4 | |
| (c) | Number of shares as to which the person has: |
| 3 | Does not include of an aggregate of 3,066,602 shares underlying Series A and Series B warrants owned by Biomedical Value Fund, LP, Biomedical Offshore Value Fund, Ltd., Biomedical Institutional Value Fund, LP, GEF-SMA, LP, Class D Series of GEF-PS, LP and WS Investments II, LLC. The provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.99% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise (the “Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such warrants as would result in total beneficial ownership by such reporting persons up to the Ownership Cap. |
| 4 | Based on a total of 21,137,038 shares of Common Stock outstanding as represented by the Issuer on July 4, 2014. |
| CUSIP No. 68230A106 | 13G | Page 8 of 11 Pages |
| (i) | Sole power to vote or to direct the vote: 0. | ||
| (ii) | Shared power to vote or to direct the vote: 2,111,5903 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 0. | ||
| (iv) | Shared power to dispose or to direct the disposition of: 2,111,5903 | ||
| 2. | Dr. Jeffrey R. Jay, M.D. | ||
| (a) | Amount beneficially owned: 2,111,5903 | ||
| (b) | Percent of class: 9.99%4 | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: 0. | ||
| (ii) | Shared power to vote or to direct the vote: 2,111,5903 | ||
|
(iii) | Sole power to dispose or to direct the disposition of: 0. | |
| (iv) | Shared power to dispose or to direct the disposition of: 2,111,5903 | ||
| 3. | Mr. David Kroin | ||
| (a) | Amount beneficially owned: 2,111,5903 | ||
| (b) | Percent of class: 9.99%4 | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: 0. | ||
| (ii) | Shared power to vote or to direct the vote: 2,111,5903 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 0. | ||
| (iv) | Shared power to dispose or to direct the disposition of: 2,111,5903 | ||
| 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 each of the Reporting Persons 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: |
See Item 4.
| 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.
| CUSIP No. 68230A106 | 13G | Page 9 of 11 Pages |
| 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 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 participant in any transaction having that purpose or effect.
| CUSIP No. 68230A106 | 13G | Page 10 of 11 Pages |
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.
Date: July 7, 2014
| GREAT POINT PARTNERS, LLC | |||
| By: | /s/ Dr. Jeffrey R. Jay, M.D. | ||
| Dr. Jeffrey R. Jay, M.D., | |||
| as senior managing member | |||
| /s/ Dr. Jeffrey R. Jay, M.D. | |||
| DR. JEFFREY R. JAY, M.D. | |||
| /s/ Mr. David Kroin | |||
| Mr. David Kroin | |||
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: July 7, 2014
| GREAT POINT PARTNERS, LLC | |||
| By: | /s/ Dr. Jeffrey R. Jay, M.D. | ||
| Dr. Jeffrey R. Jay, M.D., | |||
| as senior managing member | |||
| /s/ Dr. Jeffrey R. Jay, M.D. | |||
| DR. JEFFREY R. JAY, M.D. | |||
| /s/ Mr. David Kroin | |||
| Mr. David Kroin | |||