| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) LSAF Holdings LLC I.R.S. #35-2458918 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (1) |
|
| 12. | Type of Reporting Person OO |
| | | | | | | |
(1) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the Securities and Exchange Commission (“SEC”) on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
2
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Perella Weinberg Partners Asset Based Value Master Fund II L.P. I.R.S. #98-0572025 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
|
| 4. | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
|
6. | Shared Voting Power 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (2) |
|
| 12. | Type of Reporting Person PN |
| | | | | | | |
(2) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
3
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Perella Weinberg Partners Asset Based Value GP L.P. I.R.S. #98-0571994 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (3) |
|
| 12. | Type of Reporting Person PN |
| | | | | | | |
(3) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
4
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Perella Weinberg Partners Asset Based Value GP LLC I.R.S. #26-2159850 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (4) |
|
| 12. | Type of Reporting Person OO |
| | | | | | | |
(4) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
5
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Perella Weinberg Partners Capital Management LP I.R.S. #20-8547180 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (5) |
|
| 12. | Type of Reporting Person IA |
| | | | | | | |
(5) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
6
CUSIP No. 63009F105 | SCHEDULE 13G | |
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| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) NSPH Funding LLC I.R.S. #47-3824343 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (7) |
|
| 12. | Type of Reporting Person OO |
| | | | | | | |
(7) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
7
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) LSAF Funding LLC I.R.S. #80-0969719 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (8) |
|
| 12. | Type of Reporting Person OO |
| | | | | | | |
(8) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
8
CUSIP No. 63009F105 | SCHEDULE 13G | |
|
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Life Sciences Alternative Funding Holdings LLC I.R.S. #35-2458972 |
|
| 2. | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 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 600,000 |
|
7. | Sole Dispositive Power 0 |
|
8. | Shared Dispositive Power 600,000 |
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 |
|
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
|
| 11. | Percent of Class Represented by Amount in Row (9) 9.3% (9) |
|
| 12. | Type of Reporting Person OO |
| | | | | | | |
(9) The reporting person is the beneficial owner of a warrant to purchase shares of the issuer’s common stock and would be entitled to receive 600,000 shares of the issuer’s common stock if the warrants were exercised in full, which would constitute approximately 9.3% of the issuer’s then outstanding common stock following the issuance of 600,000 additional shares of the issuer’s common stock in respect of the fully-exercised warrants. Percentage calculation assumes that there are currently 5,861,630 outstanding shares of the issuer’s common stock, based on the issuer’s Form 10-K/A as filed with the SEC on April 2, 2015, which states that there were 117,232,606 outstanding shares of the issuer’s common stock as of March 30, 2015, as well as the issuer’s Form 8-K as filed with the SEC on April 7, 2015, which states that the issuer implemented a 20-to-1 reverse stock split effective as of April 8, 2015.
9
Explanatory Note
Item 1. |
| (a) | Name of Issuer Nanosphere, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices 4088 Commercial Avenue Northbrook, IL 60062 |
|
Item 2. |
| (a) | Name of Person Filing NSPH Funding LLC is the record holder of a warrant to purchase shares of the issuer’s common stock. LSAF Funding LLC is the sole member of NSPH Funding LLC. Life Sciences Alternative Funding Holdings LLC is the sole member of LSAF Funding LLC. LSAF Holdings LLC is the controlling equityowner of Life Sciences Alternative Funding Holdings LLC. LSAF Holdings LLC is managed by its managing member, Perella Weinberg Partners Asset Based Value Master Fund II L.P. Perella Weinberg Partners Asset Based Value GP L.P. is the general partner of Perella Weinberg Partners Asset Based Value Master Fund II L.P. Perella Weinberg Partners Asset Based Value GP LLC is the general partner of Perella Weinberg Partners Asset Based Value GP L.P. Perella Weinberg Partners Capital Management LP is the Managing Member of Perella Weinberg Partners Asset Based Value GP LLC. |
| (b) | Address of the Principal Office or, if none, Residence The address of the Principal Office of each of the reporting persons is 767 Fifth Avenue, New York, NY 10153. |
| (c) | Citizenship The jurisdiction of formation of each of NSPH Funding LLC, LSAF Funding LLC, Life Sciences Alternative Funding Holdings LLC, LSAF Holdings LLC, Perella Weinberg Partners Asset Based Value GP L.P., Perella Weinberg Partners Asset Based Value GP LLC and Perella Weinberg Partners Capital Management LP is the State of Delaware. The jurisdiction of formation of Perella Weinberg Partners Asset Based Value Master Fund II L.P. is the Cayman Islands. |
| (d) | Title of Class of Securities Common Stock |
| (e) | CUSIP Number 63009F105 |
|
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 |
10
Item 4. | Ownership. |
| (a) | Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). |
| (b) | Percent of class: See the response(s) to Item 11 on the attached cover page(s). |
| (c) | Number of shares as to which the person has: |
| | (i) | Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). |
| | (ii) | Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). |
| | (iii) | Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). |
| | (iv) | Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). |
|
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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
|
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable. |
|
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. |
|
Item 9. | Notice of Dissolution of Group. |
Not Applicable. |
11
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 a participant in any transaction having that purpose or effect. |
SIGNATURES
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.
DATED: May 26, 2015
| LSAF HOLDINGS LLC |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE MASTER FUND II L.P. |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP L.P. |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| Title: Managing Member |
| | |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
| | |
| | |
| PERELLA WEINBERG PARTNERS ASSET BASED VALUE MASTER FUND II L.P. |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP L.P. |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| Title: Managing Member |
| | |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
| | |
| | |
| PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP L.P. |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
12
| Title: Managing Member |
| |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
| | |
| | |
| PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| Title: Managing Member |
| | |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
| | |
| |
| PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| | |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
| | |
| |
| NSPH FUNDING LLC |
| |
| By: LSAF FUNDING LLC |
| Title: Managing Member |
| |
| By: LIFE SCIENCES ALTERNATIVE FUNDING HOLDINGS LLC |
| Title: Managing Member |
| |
| By: LSAF HOLDINGS LLC |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE MASTER FUND II L.P. |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP L.P. |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| Title: Managing Member |
| | |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
13
| LSAF FUNDING LLC |
| |
| By: LIFE SCIENCES ALTERNATIVE FUNDING HOLDINGS LLC |
| Title: Managing Member |
| |
| By: LSAF HOLDINGS LLC |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE MASTER FUND II L.P. |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP L.P. |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| Title: Managing Member |
| | |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
| | |
| |
| LIFE SCIENCES ALTERNATIVE FUNDING HOLDINGS LLC |
| |
| By: LSAF HOLDINGS LLC |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE MASTER FUND II L.P. |
| Title: Managing Member |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP L.P. |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS ASSET BASED VALUE GP LLC |
| Title: General Partner |
| |
| By: PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP |
| Title: Managing Member |
| |
| By: | /s/ Frances Ni |
| Name: | Frances Ni |
| Title: | Authorized Person |
14