SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULED 13D-2(A) UNDER THE SECURITIES ACT OF 1934
NEUROGESX, INC.
(Name of Issuer)
Common Stock 641252101
(Title of class of securities) (CUSIP number)
Moshe Arkin
6 Hachoshlim Street
Herzelia 46724, Israel
Telephone: 972-9-788-3330
Sphera Funds Management Ltd.
Platinum House, 21 Ha'arba'ah Street
Tel-Aviv 64739, Israel
Attention: David Lieber, CEO
Telephone: 972-3-684-5535
(Name, address and telephone number of person authorized to
receive notices and communications)
FEBRUARY 10, 2010
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following
box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Section 240.13d-7 for other
parties to whom copies are to be sent.
*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.
(Continued on following pages)
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CUSIP NO. 641252101 13D Page 2 of 16
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1 NAME OF REPORTING PERSON
Moshe Arkin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
2,618,107 (1)
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 981,930 (1)(2)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,618,107 (1)
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
981,930 (1)(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,037 (1)(2)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.40% (1)(2)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IN
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(1) This figure is as of February 10, 2010.
(2) This figure includes 686,746 shares beneficially owned directly by the
Healthcare Fund Entities. This figure also includes 235,897 shares beneficially
owned directly by the Sphera Fund Entities and 59,287 shares beneficially owned
directly by the Puma Fund Entities (Healthcare Fund Entities, Sphera Fund
Entities, and Puma Fund Entities are each defined later in Item 2) because the
reporting persons named in this Schedule 13D may be deemed to constitute a
"group" for purposes of Section 13(d) of the Exchange Act. Moshe Arkin disclaims
existence of a group and beneficial ownership of all such shares (as described
later in Items 5(a) and (b)).
(3) Based on 17,644,035 shares of common stock outstanding as of October 31,
2009 (as reported in the Issuer's Form 10-Q filed with the Securities and
Exchange Commission ("SEC") on November 9, 2009).
2
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CUSIP NO. 641252101 13D Page 3 of 16
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1 NAME OF REPORTING PERSON
M. Arkin (1999) Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 981,930 (1)(2)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
981,930 (1)(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
981,930 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.57% (1)(2)(3)
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14 TYPE OF REPORTING PERSON (See instructions)
CO
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(1) This figure is as of February 10, 2010.
(2) This figure includes 686,746 shares beneficially owned directly by the
Healthcare Fund Entities. This figure also includes 235,897shares beneficially
owned directly by the Sphera Fund Entities, and 59,287 shares beneficially owned
directly by the Puma Fund Entities (Healthcare Fund Entities, Sphera Fund
Entities, and Puma Fund Entities are each defined later in Item 2) since the
reporting persons named in this Schedule 13D may be deemed to constitute a
"group" for purposes of Section 13(d) of the Exchange Act. M. Arkin (1999) Ltd.
disclaims existence of a group and beneficial ownership of all such shares (as
described later in Items 5(a) and (b)).
(3) Based on 17,644,035 shares of common stock outstanding as of October 31,
2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9,
2009).
3
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CUSIP NO. 641252101 13D Page 4 of 16
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1 NAME OF REPORTING PERSON
Sphera Funds Management Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,600,037 (1)(2)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.40% (1)(2)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
CO
- --------------------------------------------------------------------------------
(1) This figure is as of February 10, 2010.
(2) This figure includes 2,618,107 shares beneficially owned directly by Moshe
Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole
voting and dispositive power) since the reporting persons named in this Schedule
13D may be deemed to constitute a "group" for purposes of Section 13(d) of the
Exchange Act. Sphera Funds Management Ltd. disclaims existence of a group and
beneficial ownership of such shares (as described later in Items 5(a) and (b)).
(3) Based on 17,644,035 shares of common stock outstanding as of October 31,
2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9,
2009).
4
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CUSIP NO. 641252101 13D Page 5 of 16
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1 NAME OF REPORTING PERSON
Israel Mor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,600,037 (1)(2)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.40% (1)(2)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IN
- --------------------------------------------------------------------------------
(1) This figure is as of February 10, 2010.
(2) This figure includes 2,618,107 shares beneficially owned directly by Moshe
Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole
voting and dispositive power) since the reporting persons named in this Schedule
13D may be deemed to constitute a "group" for purposes of Section 13(d) of the
Exchange Act. Israel Mor disclaims existence of a group and beneficial ownership
of such shares (as described later in Items 5(a) and (b)).
(3) Based on 17,644,035 shares of common stock outstanding as of October 31,
2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9,
2009).
5
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CUSIP NO. 641252101 13D Page 6 of 16
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1 NAME OF REPORTING PERSON
Doron Breen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,600,037 (1)(2)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.40% (1)(2)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IN
- --------------------------------------------------------------------------------
(1) This figure is as of February 10, 2010.
(2) This figure includes 2,618,107 shares beneficially owned directly by Moshe
Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole
voting and dispositive power) since the reporting persons named in this Schedule
13D may be deemed to constitute a "group" for purposes of Section 13(d) of the
Exchange Act. Doron Breen disclaims existence of a group and beneficial
ownership of such shares (as described later in Items 5(a) and (b)).
(3) Based on 17,644,035 shares of common stock outstanding as of October 31,
2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9,
2009).
6
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CUSIP NO. 641252101 13D Page 7 of 16
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1 NAME OF REPORTING PERSON
Ron Senator
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [_]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,600,037 (1)(2)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,037 (1)(2)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.40% (1)(2)(3)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See instructions)
IN
- --------------------------------------------------------------------------------
(1) This figure is as of February 10, 2010.
(2) This figure includes 2,618,107 shares beneficially owned directly by Moshe
Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole
voting and dispositive power) since the reporting persons named in this Schedule
13D may be deemed to constitute a "group" for purposes of Section 13(d) of the
Exchange Act. Ron Senator disclaims existence of a group and beneficial
ownership of such shares (as described later in Items 5(a) and (b)).
(3) Based on 17,644,035 shares of common stock outstanding as of October 31,
2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9,
2009).
7
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the common stock (the "Common
Stock") of NeurogesX, Inc., a company organized under the laws of Delaware
("NeurogesX"). The address of the principal executive office of NeurogesX is
2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by Moshe Arkin, M. Arkin (1999)
Ltd. (the "1999 Company"), Sphera Funds Management Ltd. ("SFML"), Israel Mor,
Doron Breen, and Ron Senator (collectively, the "Reporting Persons.") The
agreement among the Reporting Persons relating to the joint filing of this
Schedule 13D is attached as an exhibit hereto.
A portion of the securities reported herein are beneficially owned by
Sphera Global Healthcare Fund, which invests substantially all of its assets in
Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera
Global Healthcare Master Fund have delegated all investment decision-making to
Sphera Global Healthcare Management L.P. (the "Management Company"). The
Management Company is managed, controlled, and operated by its general partner,
Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which
are owned 50% by the 1999 Company and 50% by SFML. The 1999 Company, which is
wholly-owned by Mr. Arkin, who serves as its chairman (the 1999 Company has no
other officers or directors), and SFML are each entitled to appoint two members
to the board of directors of the General Partner (the "Board of Directors") and
two members to the investment committee of the Management Company (the
"Investment Committee"), which reviews all investment decisions by the
Management Company and determines the investment guidelines and strategy to be
implemented. Mr. Arkin is currently one of the 1999 Company's two appointments
to the Investment Committee. Mr. Breen is currently one of SFML's two
appointments both to the Board of Directors and to the Investment Committee.
There are currently four members both of the Board of Directors and of the
Investment Committee, and no decision can be made by either body without the
consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global
Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company,
and the General Partner are referred to collectively in this Schedule 13D as
"Healthcare Fund Entities").
SFML may also be considered the beneficial owner of shares held by Sphera
Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P., each of which
invest substantially all of its assets in Sphera Master Fund L.P. ("Sphera
Master"). SFML owns 100% of Sphera Fund G.P. Ltd., which acts as the general
partner of Sphera GP L.P., which in turn serves as the general partner of Sphera
Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P.
Sphera GP L.P. has delegated its investment management authority with respect to
Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund -
Global L.P. to SFML (Sphera Master Fund L.P., Sphera Fund L.P., Sphera Fund
(NIS) L.P., Sphera Fund - Global L.P., Sphera GP L.P., and Sphera Fund G.P. Ltd.
are referred to collectively in this Schedule 13D as "Sphera Fund Entities").
SFML may also be considered the beneficial owner of shares held by Puma
Sphera, which invests substantially all of its assets in Puma Sphera Master
Fund, which in turn has appointed Puma Sphera Management (Cayman) Limited to
provide investment management services to Puma Sphera and Puma Sphera Master
Fund. Pursuant to an agreement, SFML provides Puma Sphera Management (Cayman)
Limited with certain investment services, including the power to make investment
decisions guided by a trading strategy adopted by Puma Sphera Management
(Cayman) Limited (Puma Sphera, Puma Sphera Master Fund, and Puma Sphera
Management (Cayman) Limited are referred to collectively in this Schedule 13D as
"Puma Fund Entities").
In addition, 62.09% of the shares of SFML are owned by companies controlled
or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron
Senator (the "Founders").(1) Under a shareholders agreement, the Founders
currently have the power to appoint three of five members of the board of
directors of SFML and each currently serves as a director. Thus, the Founders
may be considered the beneficial owners of any shares beneficially owned by
SFML. The two remaining directors of SFML are Ehud Gelbard and Itschak Shrem
(Mr. Shrem also sits on the Board of Directors of the Sphera Global Healthcare
GP Ltd.). David Lieber is SFML's CEO and only officer.
---------------
(1) Israel Mor owns 22.07% of the shares of SFML through Mor Miter Holdings
Ltd., a company wholly-owned by Mor Miter (2004) Ltd., which in turn is
55%-owned by Israel Mor and 45%-owned by his wife, Miriam Mor. Doron Breen owns
22.07% of the shares of SFML through Kerendor Ltd., a company wholly-owned by
Kerendor Holdings 2004 Ltd., which in turn is wholly-owned by Doron Breen. Ron
Senator owns 17.95% of the shares of SFML through R.Y. Senator Investments Ltd.,
a company wholly-owned by Lenrock Holdings Ltd., which in turn is wholly-owned
by Ron Senator.
8
Set forth on SCHEDULE 1 hereto, which is incorporated herein by reference,
is the name, residence or business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, and citizenship of the
Reporting Persons and the entities and individuals mentioned in this Item 2,
including directors and executive officers of each Reporting Person (if any).
During the last five years, none of the Reporting Persons nor, to the best
of their knowledge, any of the entities or individuals mentioned in this Item 2
of this report has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor have the Reporting Persons or such
entities or individuals during this period been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding been or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Arkin used $19,918,508 in personal funds to purchase 2,618,107 shares
of Common Stock of NeurogesX. The Healthcare Fund Entities used $5,126,132 of
investor subscriptions to purchase 686,746 shares of Common Stock of NeurogesX.
The Sphera Fund Entities used $2,001,075 of investor subscriptions to purchase
235,897 shares of Common Stock of NeurogesX. The Puma Fund Entities used
$503,831 of investor subscriptions to purchase 59,287 shares of Common Stock of
NeurogesX.
ITEM 4. PURPOSE OF TRANSACTION.
None of the Reporting Persons nor any of the entities or individuals
mentioned in Item 2 of this report has any plans or proposals that relate to or
would result in any of the actions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D (although each Reporting Person, entity, and individual
reserves the right to develop such plans).
The Reporting Persons, entities, and individuals mentioned in Item 2 of
this report intend to review the performance of their investment in NeurogesX
from time to time. Depending on various factors, including the business,
prospects and financial position of NeurogesX, the current and anticipated
future price levels of the Common Stock and currency exchange rates, the
conditions in the securities markets and general economic and industry
conditions, as well as the other investment opportunities available to them, the
Reporting Persons, entities, and individuals will take such actions with respect
to their investment in NeurogesX as they deem appropriate in light of the
circumstances existing from time to time. The Reporting Persons, entities, and
individuals may purchase additional Common Stock of NeurogesX or may, and hereby
reserve the right to, dispose of some or all of their holdings in the open
market, in public offerings, in privately negotiated transactions or in other
transactions, including derivative transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
As of February 10, 2010, Sphera Global Healthcare Master Fund is deemed to
be the direct beneficial owner of 686,746 shares of Common Stock, which
represents 3.89% of the shares of Common Stock outstanding. Sphera Global
Healthcare Master Fund has shared power to vote, or to direct the voting of, and
the shared power to dispose of, or to direct the disposition of, such shares
with Sphera Global Healthcare Fund, Sphera Global Healthcare Management L.P.,
Sphera Global Healthcare GP Ltd., SFML, Israel Mor, Doron Breen, Ron Senator,
the 1999 Company, and Moshe Arkin, each of which may therefore be deemed the
indirect beneficial owner of such shares.
9
As of February 10, 2010, Sphera Master Fund L.P. is deemed to be the direct
beneficial owner of 235,897 shares of Common Stock, which represents 1.34% of
the shares of Common Stock outstanding. As of December 31, 2009, Sphera Fund
L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. have ownership
interests of 60.29%, 31.03%, and 8.68%, respectively, in Sphera Master. Sphera
Master Fund L.P. has shared power to vote, or to direct the voting of, and the
shared power to dispose of, or to direct the disposition of, such shares with
Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund - Global L.P., Sphera GP
L.P., Sphera Fund G.P. Ltd., SFML, Israel Mor, Doron Breen, and Ron Senator,
each of which may therefore be deemed the indirect beneficial owner of such
shares.
As of February 10, 2010, Puma Sphera Master Fund is deemed to be the direct
beneficial owner of 59,287 shares of common stock of NeurogesX, Inc., which
represents 0.34% of the shares of Common Stock outstanding. Puma Sphera Master
Fund has shared power to vote, or to direct the voting of, and the shared power
to dispose of, or to direct the disposition of, such shares with Puma Sphera,
Puma Sphera Management (Cayman) Limited, SFML, Israel Mor, Doron Breen, and Ron
Senator, each of which may therefore be deemed the indirect beneficial owner of
such shares.
As of February 10, 2010, Mr. Arkin is deemed to be the direct beneficial
owner of 2,618,107 shares of Common Stock, which represents 14.84% of the shares
of Common Stock outstanding. Mr. Arkin has sole voting and dispositive power
over these shares. In addition, Mr. Arkin may be deemed the indirect beneficial
owner of 686,746 shares of Common Stock beneficially owned by the Healthcare
Fund Entities and, because the Reporting Persons named in this Schedule 13D may
be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange
Act, Mr. Arkin may be deemed the indirect beneficial owner of shares
beneficially owned by SFML, including 235,897 shares of Common Stock held by the
Sphera Fund Entities, and 59,287 shares of Common Stock held by the Puma Fund
Entities. Mr. Arkin may be deemed to have shared power to vote, or to direct the
voting of, and the shared power to dispose of, or to direct the disposition of,
the 981,930 shares of Common Stock held by the Healthcare Fund Entities, the
Sphera Fund Entities, and the Puma Fund Entities, representing 5.57% of the
shares of Common Stock outstanding. The total shares beneficially owned by Mr.
Arkin as of February 10, 2010 was 3,600,037, which represents 20.40% of the
shares of Common Stock outstanding.
The 1999 Company may be deemed the indirect beneficial owner of 686,746
shares of Common Stock beneficially owned by the Healthcare Fund Entities and,
because the Reporting Persons named in this Schedule 13D may be deemed to
constitute a "group" for purposes of Section 13(d) of the Exchange Act, the 1999
Company may be deemed the indirect beneficial owner of shares beneficially owned
by SFML, including 235,897 shares of Common Stock held by the Sphera Fund
Entities, and 59,287 shares of Common Stock held by the Puma Fund Entities. The
1999 Company may be deemed to have shared power to vote, or to direct the voting
of, and the shared power to dispose of, or to direct the disposition of, the
981,930 shares of Common Stock held by the Healthcare Fund Entities, the Sphera
Fund Entities, and the Puma Fund Entities, representing 5.57% of the shares of
Common Stock outstanding.
SFML may be deemed the indirect beneficial owner of 686,746 shares of
Common Stock held by the Healthcare Fund Entities, 235,897 shares of Common
Stock held by the Sphera Fund Entities, and 59,287 shares of Common Stock held
by the Puma Fund Entities. In addition, because the Reporting Persons named in
this Schedule 13D may be deemed to constitute a "group" for purposes of Section
13(d) of the Exchange Act, SFML may be deemed the indirect beneficial owner of
2,618,107 shares of Common Stock beneficially owned by Mr. Arkin. SFML may be
deemed to have shared power to vote, or to direct the voting of, and the shared
power to dispose of, or to direct the disposition of, the 3,600,037 shares of
Common Stock held by the Healthcare Fund Entities, the Sphera Fund Entities, the
Puma Fund Entities, and Mr. Arkin, representing 20.40% of the shares of Common
Stock outstanding.
The Founders of SFML may be considered the indirect beneficial owners of
any shares beneficially owned by SFML, including 686,746 shares of Common Stock
held by the Healthcare Fund Entities, 235,897 shares of Common Stock held by the
Sphera Fund Entities, and 59,287 shares of Common Stock held by the Puma Fund
Entities. In addition, because the Reporting Persons named in this Schedule 13D
may be deemed to constitute a "group" for purposes of Section 13(d) of the
Exchange Act, each of the Founders may be deemed the indirect beneficial owner
of 2,618,107 shares of Common Stock beneficially owned by Mr. Arkin. Each of the
Founders may be deemed to have shared power to vote, or to direct the voting of,
and the shared power to dispose of, or to direct the disposition of, the
3,600,037 shares of Common Stock held by the Healthcare Fund Entities, the
Sphera Fund Entities, the Puma Fund Entities, and Mr. Arkin, representing 20.40%
of the shares of Common Stock outstanding.
10
In addition to the above holdings, Ehud Gelbard is the sole beneficial
owner of 6,000 shares of Common Stock held in a personal account, which
represent 0.03% of the shares of Common Stock outstanding. Mr. Gelbard has the
sole power to vote, or to direct the vote, and the sole power to dispose of, or
to direct the disposition of, such shares. In addition, Itschak Shrem is the
sole beneficial owner of 25,000 shares of Common Stock held in a personal
account, which represent 0.14% of the shares of Common Stock outstanding. Mr.
Shrem has the sole power to vote, or to direct the vote, and the sole power to
dispose of, or to direct the disposition of, such shares.
Except for the shares of Common Stock beneficially owned directly by Mr.
Arkin, each entity and natural person named in this Schedule 13D (including Mr.
Arkin) disclaims beneficial ownership of the shares of Common Stock described in
this Schedule 13D. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission that any such entity or
individual is the beneficial owner of the shares referred to herein for purposes
of Section 13(d) of the Exchange Act or for any other purpose.
The Reporting Persons named in this Schedule 13D may be deemed to
constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission that a group exists for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and each of the Reporting Persons named
in this Schedule 13D disclaims the existence of any such group.
(c)
In the last 60 days, the below-listed transactions in Common Stock, or
securities convertible into, or exercisable for, or exchangeable for Common
Stock, were consummated by persons referenced in Item 2 (each of which was
effected in ordinary brokerage transactions).
PURCHASE OR SALE
PERSON OR ENTITY DATE NUMBER OF SHARES BUY OR SELL PRICE PER SHARE ($)
- ----------------------- -------------------- -------------------- -------------------- --------------------
Moshe Arkin 1/14/2010 3,736 Buy 7.106
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/15/2010 9,800 Buy 7.096
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/19/2010 209 Buy 7.120
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/20/2010 1,300 Buy 7.119
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/21/2010 8,768 Buy 7.108
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/22/2010 7,200 Buy 7.200
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/25/2010 2,199 Buy 7.204
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/26/2010 4,422 Buy 7.165
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/27/2010 6,284 Buy 7.114
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/2/2010 2,000 Buy 7.265
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/3/2010 13,152 Buy 7.233
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/4/2010 9,547 Buy 7.249
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/5/2010 704 Buy 7.257
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/8/2010 21,000 Buy 7.227
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/9/2010 19,795 Buy 7.270
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/10/2010 43,700 Buy 7.278
- ----------------------- -------------------- -------------------- -------------------- --------------------
Sphera Global
Healthcare Master Fund 12/9/2010 10,000 Buy 7.4448
- ----------------------- -------------------- -------------------- -------------------- --------------------
12/10/2010 8,000 Buy 7.7591
- ----------------------- -------------------- -------------------- -------------------- --------------------
12/11/2010 5,600 Buy 7.7941
- ----------------------- -------------------- -------------------- -------------------- --------------------
12/14/2010 3,600 Buy 7.8161
- ----------------------- -------------------- -------------------- -------------------- --------------------
12/29/2010 3,100 Buy 7.3701
- ----------------------- -------------------- -------------------- -------------------- --------------------
12/30/2010 2,500 Buy 7.6043
- ----------------------- -------------------- -------------------- -------------------- --------------------
12/31/2010 2,400 Buy 7.8063
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/4/2010 5,000 Buy 7.6636
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/7/2010 2,500 Buy 7.0918
- ----------------------- -------------------- -------------------- -------------------- --------------------
1/29/2010 5,521 Buy 7.0631
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/10/2010 33,700 Buy 7.2783
- ----------------------- -------------------- -------------------- -------------------- --------------------
Sphera Master Fund
L.P. 2/9/2010 2,000 Buy 7.2024
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/9/2010 500 Buy 7.2024
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/10/2010 10,000 Buy 7.2845
- ----------------------- -------------------- -------------------- -------------------- --------------------
Itschak Shrem 2/10/10 2,756 Buy 7.339
- ----------------------- -------------------- -------------------- -------------------- --------------------
2/11/10 2,244 Buy 7.353
- ----------------------- -------------------- -------------------- -------------------- --------------------
11
(d)
No person, other than the Reporting Persons, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock referred to in this Item 5.
Percentages set forth in this Schedule 13D were calculated based on
17,644,035 shares of Common Stock outstanding as of October 31, 2009 (as
reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1 Agreement of Joint Filing
2 Special Power of Attorney appointing Menachem Inbar attorney-in-fact,
dated August 12, 2009 by and on behalf of Moshe Arkin (incorporated
herein by reference to Exhibit 2 to the Schedule 13G filed by Moshe
Arkin, M. Arkin (1999) Ltd., Sphera Global Healthcare GP Ltd., Sphera
Global Healthcare Management L.P., Sphera Global Healthcare Fund, and
Sphera Global Healthcare Master Fund on August 13, 2009 (the "Original
Schedule 13G)).
3 Special Power of Attorney appointing Menachem Inbar attorney-in-fact,
dated August 12, 2009 by and on behalf of Moshe Arkin as Chairman M.
Arkin (1999) Ltd. (incorporated herein by reference to Exhibit 3 to
the Original Schedule 13G).
12
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.
February 22, 2010
MOSHE ARKIN
/s/ Menachem Inbar
----------------------------
By: Menachem Inbar*
Title: Attorney-in-fact
M. ARKIN (1999) LTD.
/s/ Menachem Inbar
----------------------------
By: Menachem Inbar**
Title: Attorney-in-fact for Moshe Arkin,
Chairman of M. Arkin (1999) Ltd.
SPHERA FUNDS MANAGEMENT LTD.
/s/ David Lieber
----------------------------
By: David Lieber
Title: CEO
ISRAEL MOR
/s/ Israel Mor
----------------------------
By: Israel Mor
DORON BREEN
/s/ Doron Breen
----------------------------
By: Doron Breen
RON SENATOR
/s/ Ron Senator
----------------------------
By: Ron Senator
* Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin
(incorporated herein by reference to Exhibit 2 to the Original Schedule 13G).
** Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin as
Chairman M. Arkin (1999) Ltd. (incorporated herein by reference to Exhibit 3 to
the Original Schedule 13G).
13
SCHEDULE 1
NATURAL PERSONS
NAME, PRINCIPAL BUSINESS,
BUSINESS ADDRESS PRESENT PRINCIPAL AND ADDRESS OF ENTITY IN
NATURAL PERSON (UNLESS OTHERWISE OCCUPATION OR WHICH SUCH EMPLOYMENT IS
NAME NOTED) EMPLOYMENT CONDUCTED CITIZENSHIP
- ------------------ --------------------- --------------------- ---------------------------- -------------
Moshe Arkin 6 Hachoshlim St., Investing personal Self-employed Israel
Herzelia 46724, funds.
Israel 6 Hachoshlim St., Herzelia
46724, Israel
- ------------------ --------------------- --------------------- ---------------------------- -------------
Israel Mor c/o Sphera Funds Managing partner of Has service agreement with Israel
Management Ltd., Sphera Funds Sphera Funds Management
Platinum House, 21 Management Ltd. and Ltd.
Ha'arba'ah Street, portfolio manager
Tel-Aviv 64739, of Sphera Master (principal business and
Israel Fund L.P. address provided
separately)
- ------------------ --------------------- --------------------- ---------------------------- -------------
Doron Breen c/o Sphera Funds Managing partner of Has service agreement with U.S. and
Management Ltd., Sphera Funds Sphera Funds Management Israel
Platinum House, 21 Management Ltd. and Ltd.
Ha'arba'ah Street, Sphera Global
Tel-Aviv 64739, Healthcare (principal business and
Israel Management LP, and address provided
portfolio manager separately)
of Sphera Global
Healthcare Master
Fund
- ------------------ --------------------- --------------------- ---------------------------- -------------
Ron Senator c/o Sphera Funds Managing partner of Has service agreement with U.S. and
Management Ltd., Sphera Funds Sphera Funds Management Israel
Platinum House, 21 Management Ltd. and Ltd.
Ha'arba'ah Street, portfolio manager
Tel-Aviv 64739, of Sphera Master (principal business and
Israel Fund L.P. address provided
separately)
- ------------------ --------------------- --------------------- ---------------------------- -------------
Itschak Shrem c/o Shrem Fudim Chairman and Has service agreement with Israel
Group Ltd, Platinum co-founder of Shrem Shrem Fudim Group Ltd.,
House, 21 Fudim Group Ltd. which is an Israeli-based
Ha'arba'ah Street, investment firm with
Tel-Aviv 64739, operations and investments
Israel primarily concentrated in
financial services,
industrial and advanced
technology companies,
venture capital,
communications and media,
and real estate and
infrastructure.
21 Ha'arba'ah Street,
Tel-Aviv 64739, Israel
- ------------------ --------------------- --------------------- ---------------------------- -------------
Ehud Gelbard 18 Halon Street, Self-employed Works from home Israel
Raanana 43572, businessman
Israel (residential address
provided separately)
(residential
address)
- ------------------ --------------------- --------------------- ---------------------------- -------------
David Lieber c/o Sphera Funds CEO of Sphera Funds Sphera Funds Management U.S. and
Management Ltd., Management Ltd. Ltd. Israel
Platinum House, 21
Ha'arba'ah Street, (principal business and
Tel-Aviv 64739, address provided
Israel separately)
- ------------------ --------------------- --------------------- ---------------------------- -------------
14
ENTITIES
ADDRESS OF PRINCIPAL
ENTITY BUSINESS AND PRINCIPAL
NAME PLACE OF ORGANIZATION PRINCIPAL BUSINESS OFFICE
- ---------------------------- ------------------------- ------------------------- -------------------------
M. Arkin (1999) Ltd. Israel Company Mr. Arkin 6 Hachoshlim St.,
utilizes to make Herzelia 46724, Israel
investments.
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Funds Management Israel Investment manager and Platinum House, 21
Ltd. investment services Ha'arba'ah Street,
provider Tel-Aviv 64739, Israel
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Global Healthcare Cayman Islands "Mutual Fund" under the c/o Maples Corporate
Fund Mutual Funds Law (2009 Services Limited, PO
Revision) of the Cayman Box 309, Ugland House,
Islands, invests Grand Cayman KY1-1104,
substantially all of Cayman Islands
its assets
in Sphera Global
Healthcare Master Fund
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Global Healthcare Cayman Islands "Mutual Fund" under the c/o Maples Corporate
Master Fund Mutual Funds Law (2009 Services Limited, PO
Revision) of the Cayman Box 309, Ugland House,
Islands, invests Grand Cayman KY1-1104,
primarily, but not Cayman Islands
exclusively, in
equity related securities
in the global healthcare
industry
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Global Healthcare Israel Investment Manager Platinum House, 21
Management L.P. Ha'arba'ah Street,
Tel-Aviv 64739, Israel
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Global Healthcare Israel General partner of Platinum House, 21
GP Ltd. Sphera Global Ha'arba'ah Street,
Healthcare Management Tel-Aviv 64739, Israel
L.P.
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Fund L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate
under the Mutual Funds Services (BVI) Limited
Act of 1996 (as P.O. Box 173
amended) of the British Road Town, Tortola
Virgin Islands, invests British Virgin Islands
substantially all of
its assets in Sphera
Master Fund L.P.
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Fund (NIS) L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate
under the Mutual Funds Services (BVI) Limited,
Act of 1996 (as P.O. Box 173, Road
amended) of the British Town, Tortola, British
Virgin Islands, invests Virgin Islands
substantially all of
its assets in Sphera
Master Fund L.P.
- ---------------------------- ------------------------- ------------------------- -------------------------
15
ENTITY BUSINESS AND PRINCIPAL
NAME PLACE OF ORGANIZATION PRINCIPAL BUSINESS OFFICE
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Fund - Global L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate
under the Mutual Funds Services (BVI) Limited,
Act of 1996 (as P.O. Box 173, Road
amended) of the British Town, Tortola, British
Virgin Islands, invests Virgin Islands
substantially all of
its assets in Sphera
Master Fund L.P.
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Master Fund L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate
under the Mutual Funds Services (BVI) Limited,
Act of 1996 (as P.O. Box 173, Road
amended) of the British Town, Tortola, British
Virgin Islands invests Virgin Islands
primarily, but not
exclusively, in the
securities of Israeli
and Israeli-related
companies listed on
stock exchanges in
Israel, the U.S., and
Europe.
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera Fund G.P. Ltd. Israel General partner of Platinum House, 21
Sphera GP L.P. Ha'arba'ah Street,
Tel-Aviv 64739, Israel
- ---------------------------- ------------------------- ------------------------- -------------------------
Sphera GP L.P. British Virgin Islands General partner of c/o Maples Corporate
Sphera Fund L.P., Services (BVI) Limited,
Sphera Fund (NIS) L.P., P.O. Box 173, Road
Sphera Fund - Global Town, Tortola, British
L.P., and Sphera Master Virgin Islands
Fund L.P., and limited
partner of Sphera
Global Healthcare
Management LP.
- ---------------------------- ------------------------- ------------------------- -------------------------
Puma Sphera Cayman Islands An open-ended Walker House, 87 Mary
multi-class exempted Street, George Town,
company incorporated Grand Cayman KY1-9002,
with limited Cayman Islands
liabilities, invests
substantially all of
its assets in Puma
Sphera Master Fund.
- ---------------------------- ------------------------- ------------------------- -------------------------
Puma Sphera Master Fund Cayman Islands An open-ended Walker House, 87 Mary
multi-class exempted Street, George Town,
company incorporated Grand Cayman KY1-9002,
with limited Cayman Islands
liabilities, invests
primarily, but not
exclusively, in the
securities of Israeli
and Israeli-related
companies listed on
stock exchanges in
Israel, the U.S., and
Europe.
- ---------------------------- ------------------------- ------------------------- -------------------------
Puma Sphera Management Cayman Islands Investment Manager Walker House, 87 Mary
(Cayman) Limited Street, George Town,
Grand Cayman KY1-9002,
Cayman Islands
- ---------------------------- ------------------------- ------------------------- -------------------------
16