Item 1(a). | Name of Issuer: |
Regado Biosciences, Inc., a Delaware corporation (the “Issuer”).
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
120 Mountain View Boulevard
Basking Ridge, New Jersey 07920
Item 2(a). | Name of Person Filing |
Item 2(b). | Address of Principal Business Office or, if None, Residence |
Biotechnology Value Fund, L.P. (“BVF”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
BVF Inc.
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: United States
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(d). | Title of Class of Securities: |
Common stock, $0.001 par value (the “Common Stock”).
75874Q107
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: |
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | / / | 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: ____ |
| (a) | Amount beneficially owned: |
As of the close of business on August 22, 2013, (i) BVF beneficially owned 1,133,447 shares of Common Stock and (ii) BVF2 beneficially owned 616,553 shares of Common Stock.
Partners, as the general partner of BVF and BVF2 may be deemed to beneficially own 1,750,000 shares of Common Stock beneficially owned in the aggregate by BVF and BVF2.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,750,000 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 1,750,000 shares of Common Stock beneficially owned by BVF Inc.
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 and BVF2 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.
The following percentages are based on 20,381,521 shares of Common Stock outstanding as of August 22, 2013, as disclosed in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on August 22, 2013.
As of the close of business on August 22, 2013, (i) BVF beneficially owned approximately 5.6% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 3.0% of the outstanding shares of Common Stock and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 8.6% of the outstanding shares of Common Stock.
| (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. |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF and BVF2.
Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of the undersigned certifies that, to the best of its 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.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 23, 2013
BIOTECHNOLOGY VALUE FUND, L.P. | | BVF PARTNERS L.P. |
| | | | |
By: | BVF Partners L.P., its general partner | | By: | BVF Inc., its general partner |
| | | | |
By: | BVF Inc., its general partner | | By: | |
| | | | Mark N. Lampert |
By: | | | | President |
| Mark N. Lampert | | | |
| President | | | |
| | | BVF INC. |
| | | | |
BIOTECHNOLOGY VALUE FUND II, L.P. | | By: | |
| | | | Mark N. Lampert |
By: | BVF Partners L.P., its general partner | | | President |
| | | | |
By: | BVF Inc., its general partner | | | |
| | | /s/ Mark N. Lampert |
By: | | | MARK N. LAMPERT |
| Mark N. Lampert | | | |
| President | | | |