Item 1. Security and Issuer
This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP, L.P., OrbiMed Capital GP III LLC and Samuel D. Isaly originally filed on August 9, 2010, as amended by Amendment No. 1 to Schedule 13D filed on October 4, 2010, Amendment No. 2 to Schedule 13D filed on October 22, 2010, Amendment No. 3 to Schedule 13D filed on January 11, 2011, Amendment No. 4 to Schedule 13D filed on November 23, 2011, Amendment No. 5 to Schedule 13D filed on January 9, 2012, and Amendment No. 6 to Schedule 13D filed on November 12, 2013 (as amended, the “Schedule 13D”), and relating to the common shares, without par value (the “Shares”), of Response Biomedical Corp., a corporation continued under the laws of the Province of British Columbia (the “Issuer”), having its principal executive offices located at 1781 — 75th Avenue W., Vancouver, BC, V6P 6P2 Canada.
On December 12, 2014, the Issuer announced the closing of a non-brokered private placement (the “Private Placement”) for 1,800,000 Shares at a price of $1.21 per Share (the “Share Issuance”). As a result of the Share Issuance, the Issuer’s total number of outstanding Shares increased to 9,759,560 (the “Outstanding Share Increase”). The Reporting Persons did not participate in, or acquire or dispose of any Shares in the Share Issuance. As a result of the Share Issuance (and more specifically, the Outstanding Share Increase), the percentage of outstanding Shares that the Reporting Persons may be deemed to be the beneficial owner of was reduced by more than one percent of the Issuer’s Shares outstanding after completion of the Share Issuance.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Advisors Limited (“OrbiMed Limited”), OrbiMed Asia GP, LP (“OrbiMed Asia”), OrbiMed Capital GP III LLC (“OrbiMed Capital”) and Samuel D. Isaly (“Isaly”) (collectively, the “Reporting Persons”).
(b) — (c) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Limited, a corporation organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Limited has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Asia, a limited partnership organized under the laws of the Cayman Islands, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Asia has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Capital, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
Isaly, a natural person, owns a controlling interest in OrbiMed Advisors. Isaly has his principal business 601 Lexington Avenue, 54th Floor, New York, New York 10022.
The directors and executive officers of OrbiMed Advisors, OrbiMed Limited, OrbiMed Asia and OrbiMed Capital are set forth on Schedules I, II, III and IV, respectively, attached hereto. Schedules I, II, III and IV set forth the following information with respect to each such person:
(i) name;
(ii) business address;
(iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
(iv) citizenship.
(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through IV has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.
(f) Isaly is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. As described more fully in Item 1 above, the event giving rise to the obligation of the Reporting Persons to file this Schedule 13D did not involve any transactions effected by one or more Reporting Persons with respect to the Shares.
Item 4. Purpose of Transaction
Not applicable. As described more fully in Item 1 above the events giving rise to the obligation of the Reporting Persons to file this Schedule 13D did not involve any transactions effected by one or more Reporting Persons with respect to the Shares.
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The following disclosure assumes that there are 9,759,560 Shares outstanding, which includes 1,800,000 Shares sold in the Private Placement and as confirmed by the Issuer.
As of the date of this filing, OrbiMed Asia Partners, L.P. (“OAP”), a limited partnership organized under the laws of the Cayman Islands, holds 1,818,677 Shares and 1,397,596 warrants to purchase Shares (“Warrants”) constituting approximately 28.8% of the issued and outstanding Shares plus the Warrants held by OAP. OrbiMed Asia is the sole general partner of OAP pursuant to the terms of the limited partnership agreement of OAP and OrbiMed Limited is the sole general partner of OrbiMed Asia pursuant to the terms of the limited partnership agreement of OrbiMed Asia. As a result, OrbiMed Asia and OrbiMed Limited share the power to direct the vote and disposition of the Shares held by OAP, and both OrbiMed Asia and OrbiMed Limited may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OAP. OrbiMed Limited exercises this investment power through an investment committee (the “Committee”) comprised of Isaly, Carl L. Gordon, David G. Wang, Jonathan J. Wang and Sunny Sharma, each of whom disclaims beneficial ownership of the Shares held by OAP.
As of the date of this filing, OrbiMed Private Investments III, LP (“OPI III”), a limited partnership organized under the laws of Delaware, holds 3,047,927 Shares and 2,339,505 Warrants constituting approximately 44.5% of the issued and outstanding Shares plus the Warrants held by OPI III. OrbiMed Capital is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III, and OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement. As a result, Isaly, OrbiMed Advisors and OrbiMed Capital share power to direct the vote and disposition of the Shares held by OPI III and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI III.
As of the date of this filing, OrbiMed Associates III, LP (“OrbiMed Associates”), a limited partnership organized under the laws of Delaware, holds 28,997 Shares and 22,266 Warrants constituting approximately 0.5% of the issued and outstanding Shares plus the Warrants held by OrbiMed Associates. OrbiMed Advisors is the sole general partner of OrbiMed Associates, pursuant to the terms of the limited partnership agreement of OrbiMed Associates, and Isaly owns a controlling interest in OrbiMed Advisors pursuant to the terms of its limited liability company agreement. As a result, Isaly and OrbiMed Advisors share power to direct the vote and disposition of the Shares held by OrbiMed Associates and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OrbiMed Associates.
(c) Except as disclosed in Item 3, none of the Reporting Persons has effected any transaction during the past sixty (60) days in any Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In addition to the relationships between the Reporting Persons described in Item 5 above, OrbiMed Capital is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III. Pursuant to this agreement and relationship, OrbiMed Capital has discretionary investment management authority with respect to the assets of OPI III. Such authority includes the power to vote and otherwise dispose of securities held by OPI III. The number of outstanding Shares of the Issuer attributable to OPI III is 5,387,432. OrbiMed Capital, pursuant to its authority under the limited partnership agreement of OPI III, may be considered to hold indirectly 5,387,432 Shares.
OrbiMed Advisors is the sole managing member of OrbiMed Capital, pursuant to the terms of the limited liability company agreement of OrbiMed Capital. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed Capital have discretionary investment management authority with respect to the assets of OPI III. Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by OPI III. The number of outstanding Shares attributable to OPI III is 5,387,432 Shares. OrbiMed Advisors is also the general partner of OrbiMed Associates, pursuant to the terms of the limited partnership agreement of OrbiMed Associates. Pursuant to this agreement and relationship, OrbiMed Advisors has discretionary investment management authority with respect to the assets of OrbiMed Associates. Such authority includes the power to vote and otherwise dispose of securities held by OrbiMed Associates. The number of outstanding Shares of Issuer attributable to OrbiMed Associates is 51,263. OrbiMed Advisors, pursuant to its authority under its limited partnership agreement with OrbiMed Associates, may be considered to hold indirectly 51,263 Shares.
OrbiMed Asia is the sole general partner of OAP pursuant to the terms of the limited partnership agreement of OAP. OrbiMed Limited is the sole general partner of OrbiMed Asia pursuant to the terms of the limited partnership agreement of OrbiMed Asia. OrbiMed Limited established the Committee by written resolutions adopted on July 28, 2010. Pursuant to these agreements, resolutions and relationships, OrbiMed Asia has discretionary investment management authority with respect to the assets of OAP and such discretionary investment management authority is exercised through OrbiMed Limited by action of the Committee. Such authority includes the power to vote and otherwise dispose of securities held by OAP. The number of outstanding Shares of the Issuer attributable to OAP is 3,216,273. OrbiMed Asia, as the general partner of OAP, may be considered to hold indirectly 3,216,273 Shares, and OrbiMed Limited, as the general partner of OrbiMed Asia, may be considered to hold indirectly 3,216,273 Shares.
Peter Thompson, David G. Wang, and Jonathan J. Wang, employees of OrbiMed Advisors, are members of the Issuer’s Board and, accordingly, the Reporting Persons may have the ability to effect and influence control of the Issuer.
Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.
Item 7. Material to Be Filed as Exhibits
| | |
| N | | Joint Filing Agreement, dated as of January 23, 2015, by and among OrbiMed Advisors LLC, OrbiMed Advisors Limited, OrbiMed Asia GP, L.P., OrbiMed Capital GP III LLC and Samuel D. Isaly. |
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: January 23, 2015 | ORBIMED ADVISORS LLC | |
| | a Delaware limited liability company | |
| | | | |
| | By: | /s/Samuel D. Isaly | |
| | | Samuel D. Isaly | |
| | | Managing Member | |
| | | | |
| | ORBIMED ADVISORS LIMITED | |
| | a Cayman Islands corporation | |
| | | | |
| | By: | /s/Samuel D. Isaly | |
| | | Samuel D. Isaly | |
| | | Director | |
| | | | |
| | ORBIMED ASIA GP, L.P. | |
| | a Cayman Islands limited partnership | |
| | | | |
| | By: | ORBIMED ADVISORS LIMITED, its general partner | |
| | | | |
| | By: | /s/Samuel D. Isaly | |
| | | Samuel D. Isaly | |
| | | Director | |
| | | | |
| | ORBIMED CAPITAL GP III LLC | |
| | a Delaware limited liability company | |
| | | | |
| | By: | ORBIMED ADVISORS LLC, its managing member | |
| | | | |
| | By: | /s/Samuel D. Isaly | |
| | | Samuel D. Isaly | |
| | | Managing Member | |
| | | | |
| | SAMUEL D. ISALY | |
| | | | |
| | By: | /s/Samuel D. Isaly | |
| | | Samuel D. Isaly | |
SCHEDULE I
The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.
| Name | Position with Reporting Person | Principal Occupation |
| | | |
| Samuel D. Isaly | Managing Member | Managing Member OrbiMed Advisors LLC |
| | | |
| Carl L. Gordon | Member | Member OrbiMed Advisor, LLC |
| | | |
Sven H. Borho German and Swedish Citizen | Member | Member OrbiMed Advisors LLC |
| | | |
| Jonathan T. Silverstein | Member | Member OrbiMed Advisors LLC |
| | | |
| W. Carter Neild | Member | Member OrbiMed Advisors LLC |
| | | |
| Geoffrey C. Hsu | Member | Member OrbiMed Advisors LLC |
| | | |
| Evan D. Sotiriou | Chief Financial Officer | Chief Financial Officer OrbiMed Advisors LLC |
SCHEDULE II
The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors Limited are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.
| Name | Position with Reporting Person | Principal Occupation |
| | | |
| Samuel D. Isaly | Director | Director OrbiMed Advisors Limited |
| | | |
| Carl L. Gordon | Director | Director OrbiMed Advisors Limited |
| | | |
Sven H. Borho German and Swedish Citizen | Director | Director OrbiMed Advisors Limited |
| | | |
| Jonathan T. Silverstein | Director | Director OrbiMed Advisors Limited |
| | | |
| W. Carter Neild | Director | Director OrbiMed Advisors Limited |
| | | |
| Geoffrey C. Hsu | Director | Director OrbiMed Advisors Limited |
| | | |
| Jonathan J. Wang | Director | Director OrbiMed Advisors Limited |
| | | |
| Sunny Sharma | Director | Director OrbiMed Advisors Limited |
| | | |
| David G. Wang | Director | Director OrbiMed Advisors Limited |
| | | |
| Alexander M. Cooper | Director | Director OrbiMed Advisors Limited |
SCHEDULE III
The business and operations of OrbiMed Asia GP, L.P. are managed by the executive officers and directors of its sole general partner, OrbiMed Advisors Limited, set forth on Schedule II attached hereto.
SCHEDULE IV
The business and operations of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.
