The Schedule 13D filed on October 19, 2009 by (i) Deerfield Mgmt, L.P. (formerly Deerfield Capital, L.P.) (“Deerfield Mgmt”), (ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (iii) Deerfield Private Design Fund, L.P. (“Deerfield Private Design Fund”), (iv) Deerfield Private Design International, L.P. (“Deerfield Private Design International”), (v) Deerfield Management Company, L.P. (“Deerfield Management”), (vi) Deerfield Special Situations Fund International Limited (“Deerfield Special Situations International”) and (vii) James E. Flynn, a natural person (“Flynn” and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Private Design Fund, Deerfield Private Design International, Deerfield Management and Deerfield Special Situations International, the “Reporting Persons”), as amended by Amendment No. 1 filed on June 11, 2010, Amendment No. 2 filed on September 16, 2010, Amendment No. 3 filed on February 4, 2011, Amendment No. 4 filed on May 25, 2011, Amendment No. 5 filed on June 13, 2011, Amendment No. 6 filed on June 24, 2011, Amendment No. 7 filed on September 7, 2011, Amendment No. 8 filed on January 12, 2012, Amendment No. 9 filed on March 16, 2012, Amendment No. 10 filed on May 9, 2012, Amendment No. 11 filed on July 20, 2012, Amendment No. 12 filed on August 21, 2012 and Amendment No. 13 filed on November 16, 2012 with respect to the securities of Talon Therapeutics, Inc. (the “Company”) (formerly Hana Biosciences, Inc.) is hereby amended by this Amendment No. 14. Only those items hereby reported in this Amendment No. 14 are amended and all other items remain unchanged. Terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended to include the following:
Set forth below is the source and amount of funds and other consideration utilized by Deerfield Special Situations Fund, Deerfield Private Design Fund, Deerfield Private Design International and Deerfield Special Situations International (collectively, the “Deerfield Purchasers”) to acquire the shares of Series A-3 Convertible Preferred Stock of the Company (the “Series A-3 Preferred Stock”) on January 11, 2013, as described in this Amendment No. 14.
Deerfield Special Situations Fund utilized available cash assets in the amount of $35,200 to acquire 352 shares of Series A-3 Preferred Stock. Deerfield Private Design Fund utilized available cash assets in the amount of $191,600 to acquire 1,916 shares of Series A-3 Preferred Stock. Deerfield Private Design International utilized available cash assets in the amount of $308,600 to acquire 3,086 shares of Series A-3 Preferred Stock. Deerfield Special Situations International utilized available cash assets in the amount of $64,600 to acquire 646 shares of Series A-3 Preferred Stock. Cash funds for the purchase of the Series A-3 Preferred Stock were derived from general working capital, and includes funds provided by investors in the Deerfield Purchasers.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
On January 11, 2013, pursuant to the terms of the 2012 Investment Agreement (as amended by the Amendment to the 2012 Investment Agreement), the Deerfield Purchasers purchased 6,000 shares of Series A-3 Preferred Stock for an aggregate purchase price of $600,000.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c) of the Schedule 13D are amended and restated to read as follows:
All of the computations and share amounts used here do not give effect to any accretion of shares Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock after January 11, 2013.
(a)
Number of shares: 26,455,389 (13)
Percentage of shares: 54.96% (2)
Number of shares: 23,571,146 (1)
Percentage of shares: 52.01% (2)
| (3) | Deerfield Special Situations Fund |
Number of shares: 1,569,947 (3)
Percentage of shares: 6.67% (2)
| (4) | Deerfield Private Design Fund |
Number of shares: 8,426,662 (5)
Percentage of shares: 27.77% (2)
| (5) | Deerfield Private Design International |
Number of shares: 13,574,537 (7)
Percentage of shares: 38.30% (2)
Number of shares: 26,455,389 (9)
Percentage of shares: 54.96% (2)
| (7) | Deerfield Special Situations International |
Number of shares: 2,884,243 (11)
Percentage of shares: 11.62% (2)
Number of shares: 26,455,389 (13)
Percentage of shares: 54.96% (2)
(b)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 23,571,146 shares (1)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 23,571,146 shares (1)
| (2) | Deerfield Special Situations Fund |
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 1,569,947 shares (3)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 1,569,947 shares (3)
| (3) | Deerfield Private Design Fund |
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 8,426,662 shares (5)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 8,426,662 shares (5)
| (4) | Deerfield Private Design International |
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 13,574,537 shares (7)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 13,574,537 shares (7)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 26,455,389 shares (9)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 26,455,389 shares (9)
| (6) | Deerfield Special Situations International |
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,884,243 shares (11)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,884,243 shares (11)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 26,455,389 shares (13)
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 26,455,389 shares (13)
Flynn is the sole member of the general partner of each of Deerfield Mgmt and Deerfield Management. Deerfield Mgmt is the general partner of Deerfield Special Situations Fund, Deerfield Private Design Fund and Deerfield Private Design International. Deerfield Management is the investment advisor of Deerfield Special Situations International, Deerfield Special Situations Fund, Deerfield Private Design Fund and Deerfield Private Design International.
(c) As described under Item 3 above, on January 11, 2013, Deerfield Special Situations Fund acquired 352 shares of Series A-3 Preferred Stock, Deerfield Private Design Fund acquired 1,916 shares of Series A-3 Preferred Stock, Deerfield Private Design International acquired 3,086 shares of Series A-3 Preferred Stock and Deerfield Special Situations International acquired 646 shares of Series A-3 Preferred Stock pursuant to the terms of the 2012 Investment Agreement (as amended by the Amendment to the 2012 Investment Agreement). Shares of Series A-3 Preferred Stock are convertible into Common Stock.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 15, 2013