Joe Edelman’s Perceptive Advisors tripled its Foamix Pharmaceuticals Ltd. (NASDAQ:FOMX) position following company’s offering. Edelman paid $6 per share for the 2.2 million share addition to his portfolio. Foamix is expected to raise about $80 million from last week’s public offering.
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The details of his filing can be seen below.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Perceptive Advisors | 0 | 3,307,424 | 0 | 3,307,424 | 3,307,424 | 6.3% |
| Joseph Edelman | 0 | 3,307,424 | 0 | 3,307,424 | 3,307,424 | 6.3% |
| Perceptive Life Sciences Master Fund, Ltd | 0 | 3,307,424 | 0 | 3,307,424 | 3,307,424 | 6.3% |
Page 1 of 8 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Foamix
Pharmaceuticals Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.16 per share
(Title of Class of Securities)
M46135105
(CUSIP Number)
September 14, 2018
(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)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form |
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).
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Page 2 of 8 – SEC Filing
CUSIP No. M46135105
| 1 | NAMES OF Perceptive Advisors LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,307,424 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,307,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,307,424 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 6.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE IA | |||||
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Page 3 of 8 – SEC Filing
CUSIP No. M46135105
| 1 | NAMES OF Joseph Edelman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,307,424 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,307,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,307,424 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 6.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE IN | |||||
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Page 4 of 8 – SEC Filing
CUSIP No. M46135105
| 1 | NAMES OF Perceptive Life Sciences Master Fund, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,307,424 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,307,424 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,307,424 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 6.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE CO | |||||
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Page 5 of 8 – SEC Filing
| Item 1(a). | Name of Issuer: |
Foamix Pharmaceuticals Ltd. (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
2 Holzman Street, Weizmann Science Park, Rehovot, Israel
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the Reporting Persons) are:
Perceptive Advisors LLC (Perceptive Advisors)
Joseph Edelman (Mr. Edelman)
Perceptive Life Sciences Master Fund, Ltd. (the Master Fund)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New
York, NY 10003
| Item 2(c). | Citizenship: |
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, par value NIS 0.16 per share (Ordinary Shares)
| Item 2(e). | CUSIP Number: |
M46135105
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) |
Not
applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this
Schedule 13G. The ownership percentages reported are based on 52,499,324 outstanding Ordinary Shares, as reported in the Issuers prospectus supplement filed on September 14, 2018.
The Master Fund directly holds 3,307,424 Ordinary Shares. Perceptive Advisors serves as the investment manager to the Master Fund and may be
deemed to beneficially own the securities
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Page 6 of 8 – SEC Filing
directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the SubsidiaryWhich Acquired the Security Being |
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.
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Page 7 of 8 – SEC Filing
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: September 24, 2018
| PERCEPTIVE ADVISORS LLC | ||
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman Title: Managing Member | ||
| /s/ Joseph Edelman |
| JOSEPH EDELMAN |
| PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD. | ||
| By: | Perceptive Advisors LLC | |
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman Title: Managing Member | ||
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Page 8 of 8 – SEC Filing
EXHIBIT 1
AGREEMENT
The persons below hereby agree that
the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Date: September 24, 2018
| PERCEPTIVE ADVISORS LLC | ||
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman Title: Managing Member | ||
| /s/ Joseph Edelman |
| JOSEPH EDELMAN |
| PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD. | ||
| By: | Perceptive Advisors LLC | |
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman Title: Managing Member | ||
