Filing Details

Accession Number:
0001537055-19-000004
Form Type:
13G Filing
Publication Date:
2019-02-14 15:51:52
Filed By:
Telemetry Investments, L.l.c.
Company:
Orexigen Therapeutics Inc. (NASDAQ:OREXQ)
Filing Date:
2019-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Telemetry Investments 1,295,844 0 1,295,844 6.4%
Andrew J. Schorr 1,295,844 0 1,295,844 6.4%
Daniel P. Schorr 1,295,844 0 1,295,844 6.4%
Telemetry Securities 0 0 1,295,844 6.4%
Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Orexigen Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 686164302 (CUSIP Number) December 31, 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: |X| 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 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. 686164302 Schedule 13G/A Page 2 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Telemetry Investments, L.L.C. 13-4081603 ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization Delaware ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 _________________________________________________________ ficially owned 6.Shared Voting Power 1,295,844 (1) by Each _________________________________________________________ 7.Sole Dispositive Power 0 Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 1,295,844 (1) ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,844 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 6.4% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) IA ____________________________________________________________________________ (1) Telemetry Investments, L.L.C. is the investment manager to Telemetry Securities, L.L.C., a Delaware limited liability company. As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 312,088 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 39,690 shares of Common Stock based on a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of the Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon an aggregate of 18,887,033 shares outstanding of the Issuer, as reported by the Issuer on Form 8K filed with the Securities and Exchange Commission on February 9, 2018, and includes an additional 1,245,844 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes, the Restricted Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 3 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Andrew J. Schorr ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization USA ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 _________________________________________________________ ficially owned 6.Shared Voting Power 1,295,844 (1) by Each _________________________________________________________ 7.Sole Dispositive Power 0 Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 1,295,844 (1) ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,844 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 6.4% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) IN ____________________________________________________________________________ (1) Each of Andrew J. Schorr and Daniel P. Schorr are managers of Telemetry Investments, L.L.C., a registered investment adviser to, and with power to vote or dispose of the assets of, Telemetry Securities, L.L.C. As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible into convertible senior secured notes due 2020 (the "Senior Convertible Notes") 312,088 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 39,690 shares of Common Stock based on a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of the Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon an aggregate of 18,887,033 shares outstanding of the Issuer, as reported by the Issuer on Form 8K filed with the Securities and Exchange Commission on February 9, 2018, and includes an additional 1,245,844 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes, the Restricted Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 4 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Daniel P. Schorr ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization USA ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 _________________________________________________________ ficially owned 6.Shared Voting Power 1,295,844 (1) by Each _________________________________________________________ 7.Sole Dispositive Power 0 Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 1,295,844 (1) ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,844 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 6.4% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) IN ____________________________________________________________________________ (1) Each of Andrew J. Schorr and Daniel P. Schorr are managers of Telemetry Investments, L.L.C., a registered investment adviser to, and with power to vote or dispose of the assets of, Telemetry Securities, L.L.C. As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible into convertible senior secured notes due 2020 (the "Senior Convertible Notes") 312,088 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due 2020 (the "Convertible Notes") convertible into 39,690 shares of Common Stock based on a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of the Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon an aggregate of 18,887,033 shares outstanding of the Issuer, as reported by the Issuer on Form 8K filed with the Securities and Exchange Commission on February 9, 2018, and includes an additional 1,245,844 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes, the Restricted Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 5 of 9 ___________________________________________________________________________ 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Telemetry Securities, L.L.C. 13-4081600 ___________________________________________________________________________ 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / ___________________________________________________________________________ 3.SEC Use Only ___________________________________________________________________________ 4.Citizenship or Place of Organization Delaware ___________________________________________________________________________ Number of 5.Sole Voting Power Shares Bene- 0 (1) _________________________________________________________ ficially owned 6.Shared Voting Power 0 by Each _________________________________________________________ 7.Sole Dispositive Power 0 (1) Reporting _________________________________________________________ 8.Shared Dispositive Power Person With: 0 ___________________________________________________________________________ 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,295,844 (1) ____________________________________________________________________________ 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ____________________________________________________________________________ 11.Percent of Class Represented by Amount in Row 9 6.4% (2) ____________________________________________________________________________ 12.Type of Reporting Person (See Instructions) PN ____________________________________________________________________________ (1) As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 312,088 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due 2020 ("Convertible Notes") convertible into 39,690 shares of Common Stock based on a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of the Convertible Notes. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C., are collectively, the Reporting Persons in respect of the common shares of the Issuer reported herein. (2) This percentage is calculated based upon an aggregate of 18,887,033 shares outstanding of the Issuer, as reported by the Issuer on Form 8K filed with the Securities and Exchange Commission on February 9, 2018, and includes an additional 1,245,844 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes, the Restricted Convertible Notes and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 6 of 9 Item 1. (a)Name of Issuer: Orexigen Therapeutics, Inc. (b)Address of Issuer's Principal Executive Offices 3344 N. Torrey Pines Ct., Suite 200 La Jolla, CA 92037 Item 2. (a)Name of Person Filing Telemetry Securities, L.L.C. as the holder of (i) 50,000 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible senior secured notes due 2020, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020, and (v) $3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due 2020, Telemetry Investments, L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry Investments, L.L.C. are collectively, the Reporting Persons hereunder. (b)Address of Principal Business Office or, if none, Residence 545 Fifth Avenue, Suite 1108 New York, NY 10017 (c)Citizenship Telemetry Investments, L.L.C. and Telemetry Securities, L.L.C.-- Delaware Andrew J. Schorr and Daniel P. Schorr -- USA (d)Title of Class of Securities Common Stock (e)CUSIP Number 686164302 Item 3. If this statement is filed pursuant to ss240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).(1) (b) | | Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c). (c) | | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) | | Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |X| An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);(2) (f) | | An employee benefit plan or endowment fund in accordance with s240.13d-1(b)(1)(ii)(F); (g) | | A parent holding company or control person in accordance with s240.13d-1(b)(ii)(G); (h) | | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) | | A church plan that is excluded from the definition of an investment company under section 3c(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) | | Group, in accordance with s240.13d-1(b)(1)(ii)(J).CUSIP No. 686164302 Schedule 13G/A Page 7 of 9 Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 1,295,844 shares of common stock of the Issuer, upon (i) the exercise of all 400,000 Warrants, (ii) the conversion of all $2,340,659 of the Issuer's Senior Convertible Notes, (iii) the conversion of all $7,411,000 of the Issuer's Restricted Convertible Notes, and (iv) the conversion of all $3,250,000 of the Issuer's Convertible Notes, held by Reporting Persons. (b) Percent of Class: 6.4% of the common stock of the Issuer, based upon 18,887,033 shares of common stock outstanding as reported in the Issuer's Form 8K filed with the Securities and Exchange Commission on February 9, 2018, and that number of shares of stock that would be issued to effect the exercise and conversion of the Warrants, Senior Convertible Notes, Restricted Convertible Notes, and Convertible Notes. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: * (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: * Instruction: For computations regarding securities which represent a right to acquire an underlying security see s240.13d(1). * This report on Schedule 13G/A is being jointly filed by (i) Telemetry Securities, L.L.C., (ii) Telemetry Investments, L.L.C. as investment adviser to Telemetry Securities, L.L.C., (iii) Andrew J. Schorr as a manager and member of Telemetry Investments, L.L.C. and (iv) Daniel P. Schorr as the other manager and member of Telemetry Investments, L.L.C. As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible senior secured notes due 2020 (the "Senior Convertible Notes") convertible into 312,088 shares of Common Stock based on a ratio of 133.333 shares of Common Stock for each $1,000 principal amount of Senior Convertible Notes, (iv) $7,411,000 of the Issuer's 2.75% restricted convertible senior notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067 shares of Common Stock based on a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000 of the Issuer's 2.75% unrestricted convertible senior notes due 2020 (the "Convertible Notes") convertible into 39,690 shares of Common Stock based on a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of Convertible Notes. Based on the foregoing, upon exercise of the Warrants and conversion of the Senior Convertible Notes, the Restricted Convertible Notes, and the Convertible Notes, Telemetry Securities, L.L.C. would be entitled to receive 1,245,844 shares of common stock of the issuer, along with the 50,000 shares it currently owns. Such shares are deemed to be beneficially owned (a) directly by Telemetry Securities, L.L.C. and (b) indirectly by Telemetry Investments, L.L.C. as investment adviser to Telemetry Securities, L.L.C. and (c) indirectly by each of Andrew J. Schorr and Daniel P. Schorr as managers and members of Telemetry Investments, L.L.C. The beneficial ownership percentage of 6.4% of the class is based upon an aggregate of 18,887,033 shares outstanding of the Issuer, as reported by the Issuer on Form 8K filed with the Securities and Exchange Commission on February 9, 2018, and includes an additional 1,245,844 shares issuable to Telemetry Securities, L.L.C. upon the exercise of the Warrants and the conversion of the Senior Convertible Notes, the Restricted Convertible Notes, and the Convertible Notes. CUSIP No. 686164302 Schedule 13G/A Page 8 of 9 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 person has 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. Telemetry Fund I, L.P. is the sole member of Telemetry Securities, L.L.C. As such, it and its partners have an indirect right in the proceeds of the Warrants, the Senior Convertible Notes, the Restricted Convertible Notes, the Convertible Notes, shares issuable upon exercise or conversion of the Warrants, the Senior Convertible Notes, the Restricted Convertible Notes, and the Convertible Notes, and dividends, if any, payable in respect of such shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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 acquired and held in the ordinary course of business and 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. SIGNATURE 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 11, 2019 ______________________________ (Date) TELEMETRY INVESTMENTS, L.L.C. By: /s/ Andrew Schorr ______________________________ Name: Andrew Schorr Title: Chief Executive Officer TELEMETRY SECURITIES, L.L.C. By: Telemetry Investments, L.L.C., its Investment Manager By: /s/ Andrew Schorr ______________________________ Name: Andrew Schorr Title: Chief Executive Officer /s/ Andrew Schorr ______________________________ Andrew Schorr /s/ Daniel Schorr ______________________________ Daniel Schorr