Evofem Biosciences (EVFM) SC 13G Neothetics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Neothetics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

64066G 10 1

(CUSIP Number)

November 20, 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)

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 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)

    CUSIP No. 64066G 10 1 13G Page 2 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clarus Lifesciences III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 64066G 10 1 13G Page 3 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clarus Ventures III GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 64066G 10 1 13G Page 4 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clarus Ventures III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 64066G 10 1 13G Page 5 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas Galakatos
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 64066G 10 1 13G Page 6 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dennis Henner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 64066G 10 1 13G Page 7 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Liptak
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 64066G 10 1 13G Page 8 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas Simon
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 64066G 10 1 13G Page 9 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott Requadt
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 64066G 10 1 13G Page 10 of 15

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kurt Wheeler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
NUMBER OF		5	SOLE VOTING POWER 0 shares
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 1,071,429 shares
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0 shares
WITH		8	SHARED DISPOSITIVE POWER 1,071,429 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,429 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 64066G 10 1 13G Page 11 of 15

Item 1(a).               Name of Issuer:

Neothetics, Inc. (the “Issuer”).

Item 1(b).               Address of Issuer’s Principal Executive Offices:

9191 Towne Centre Drive, Suite 400, San Diego, CA 92122.

Item 2(a).               Name of Persons Filing:

Clarus Lifesciences III, L.P. (“Clarus III”), Clarus Ventures III GP, L.P. ( “Clarus III GP”), Clarus Ventures III, LLC (“Clarus III GPLLC”), Nicholas Galakatos (“Galakatos”), Dennis Henner (“Henner”), Robert Liptak (“Liptak”), Nicholas Simon (“Simon”), Scott Requadt (“Requadt”) and Kurt Wheeler (“Wheeler”), (each, a “Reporting Person” and collectively, the “Reporting Persons.”)  Clarus III GP is the sole general partner of Clarus III.  Clarus III GPLLC is the sole general partner of Clarus III GP.  Galakatos, Henner, Liptak, Simon, Requadt and Wheeler, (collectively, the “Managers”) are all of the managing directors of Clarus III GPLLC.

Item 2(b).               Address of Principal Business Office or, if None, Residence:

The business address of Clarus III, Clarus III GP, Clarus III GPLLC, Galakatos, Liptak and Requadt is 101 Main Street, Suite 1210, Cambridge, MA 02142.  The business address of Henner, Simon and Wheeler is 801 Gateway Boulevard, Suite 41, South San Francisco, CA 94080.

Item 2(c).               Citizenship:

Clarus III and Clarus III GP are limited partnerships organized under the laws of the State of Delaware.  Clarus III GPLLC is a limited liability company organized under the laws of the State of Delaware.  Each of Galakatos, Henner, Liptak, Simon, Requadt and Wheeler is a United States Citizen.

Item 2(d).              Title of Class of Securities:

Common Stock, $0.0001 par value per share (“Common Stock”).

Item 2(e).               CUSIP Number:

64066G 10 1.

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.

CUSIP No. 64066G 10 1 13G Page 12 of 15

Item 4.                 Ownership.

(a)

Amount Beneficially Owned:  Clarus III is the record owner of 1,071,429 shares of Common Stock (the “Record Shares”).  As the general partner of Clarus III, Clarus III GP may be deemed to own beneficially the Record Shares.  As the general partner of Clarus III GP, Clarus III GPLLC likewise may be deemed to own beneficially the Record Shares.  As the managing directors of Clarus III GPLLC, each of the Managers also may be deemed to own beneficially the Record Shares.

(b)

Percent of Class: See Line 11 of the cover sheets. The percentages relating to beneficial ownership of Common Stock are based on 13,620,148 shares of Common Stock and Common Stock reported to be outstanding immediately after the Issuer’s initial public offering as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) on November 20, 2014.

(c)   Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote:  See Line 5 of cover sheets.
(ii)	shared power to vote or to direct the vote:  See Line 6 of cover sheets.
(iii)	sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.
(iv)	shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.

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.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which 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.

Not applicable. 

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 a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 64066G 10 1 13G Page 13 of 15

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  February 13, 2015

CLARUS LIFESCIENCES III, L.P.

By:   Clarus Ventures GP III, L.P., its general partner

By:   Clarus Ventures III, LLC, its general partner

By:  /s/ Robert Liptak

Manager

CLARUS VENTURES GP III, L.P.

By:   Clarus Ventures III, LLC, its general partner

By:  /s/ Robert Liptak

Manager

CLARUS VENTURES III, LLC

By:  /s/ Robert Liptak

Manager

                                  *                                  

Nicholas Galakatos

                                  *                                  

Dennis Henner

/s/ Robert Liptak                                        

Robert Liptak

                        ��         *                                  

Nicholas Simon

                                  *                                  

Scott Requadt

                                  *                                  

Kurt Wheeler

*By:        /s/ Robert Liptak                                  

Robert Liptak, as Attorney-in-Fact

This Schedule 13G was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

CUSIP No. 64066G 10 1 13G Page 14 of 15

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Neothetics, Inc.

Date:  February 13, 2015

CLARUS LIFESCIENCES III, L.P.

By:   Clarus Ventures GP III, L.P., its general partner

By:   Clarus Ventures III, LLC, its general partner

By:  /s/ Robert Liptak

Manager

CLARUS VENTURES GP III, L.P.

By:   Clarus Ventures III, LLC, its general partner

By:  /s/ Robert Liptak

Manager

CLARUS VENTURES III, LLC

By:  /s/ Robert Liptak

Manager

                                  *                                             

Nicholas Galakatos

                                  *                                             

Dennis Henner

/s/ Robert Liptak                                                   

Robert Liptak

                                  *                                             

Nicholas Simon

                                  *                                             

Scott Requadt

                                  *                                             

Kurt Wheeler

*By:       /s/ Robert Liptak

Robert Liptak, as Attorney-in-Fact

This Schedule 13G was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

CUSIP No. 64066G 10 1 13G Page 15 of 15

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Liptak with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of February, 2015.

/s/ Nicholas Galakatos       

Nicholas Galakatos

/s/ Dennis Henner              

Dennis Henner

/s/ Michael Steinmetz        

Michael Steinmetz

/s/ Nick Simon                     

Nick Simon

/s/ Scott Requadt               

Scott Requadt

/s/ Kurt Wheeler                

Kurt Wheeler