Page 4 of 9 – SEC Filing
| Item 1. | Security and Issuer. |
This Schedule 13D (the “Statement”) relates to the common stock, par value $0.001 per share (the “Shares”), of Novus Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices are located at 19900 MacArthur Blvd., Suite 550 Irvine, California 92612. The Shares are listed on the NASDAQ Global Market under the ticker symbol “NVUS.” Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
On May 9, 2017 (the “Closing Date”), the Issuer acquired all of the ordinary and preferred shares of Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic”) in exchange for the issuance of certain number of shares of its common stock as determined pursuant to the Share Purchase Agreement between the Issuer and Otic (the “Otic Transaction”). In addition, on May 11, 2017, the Issuer effected a 9-for-1 reverse stock-split on its common stock (the “Reverse Stock Split”). As a result of the Otic Transaction, in exchange for 3,898,632 shares of Otic Series B Preferred Shares, 816,954 shares of Otic Series C Preferred Shares and 96,637 Ordinary Shares of Otic, the Reporting Persons received, after giving effect to the Reverse Stock Split, 2,537,110 Shares of the Issuer.
| Item 2. | Identity and Background. |
(a) This Statement is being jointly filed by OrbiMed Israel GP Ltd., an Israeli limited liability company (“OrbiMed Israel”), and OrbiMed Israel BioFund GP Limited Partnership, an Israeli limited partnership (“OrbiMed BioFund”) (together, the “Reporting Persons” and each, a “Reporting Person”).
(b) – (c) OrbiMed Israel, a company that acts as general partner of certain limited partnerships, is the general partner of OrbiMed BioFund, which is the general partner of OrbiMed Israel Partners Limited Partnership, an Israeli limited partnership (“OrbiMed Partners”), which holds the securities to which this Statement relates.
The address of the principal office of each Reporting Person is 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766 Israel.
The name, business address, present principal occupation or employment and citizenship of each of the directors, executive officers and partners (as applicable) of the Reporting Persons are set forth in Schedules I and II hereto and are incorporated herein by reference.
(d) – (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule B hereto, 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.
| 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 Statement 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 event giving rise to the obligation of the Reporting Persons to file this Statement did not involve any transactions effected by one or more Reporting Persons with respect to the Shares.
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