ARNI Arno Therapeutics Inc (CE)

This Schedule 13D (the “Schedule”) relates to the common stock, par value $0.0001 (the “Common Stock”), of Arno Therapeutics, Inc. (the “Issuer”). The address of the Issuer’s principal executive offices is 200 Route 31 North, Suite 104, Flemington, New Jersey 08822.

(a)-(c), (f)

This Statement is being filed by each of:

PM is the general partner of each of the Pontifax Partnerships. PMGP is the general partner of PM. The Reporting Individuals are directors of PMGP. Pontifax is a venture capital fund operating in Israel and specializing in investments in the life sciences sector. The business address of each Reporting Person is 14 Shenkar Street, Beit Ofek, Herzeliya Pituach 46140, Israel.

The Reporting Persons have entered into a Joint Filing Agreement, filed as Exhibit A to this Schedule, pursuant to which the Reporting Persons agreed to file this Schedule and any amendments hereto in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

(d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons have not, during the last five years, been 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.

2010 Private Placement: On September 3, 2010, the Issuer entered into a Securities Purchase and Registration Rights Agreement (the “2010 Purchase Agreement”) with the Pontifax Partnerships and certain other purchasers identified therein relating to a private placement of the Issuer’s securities. Pursuant to such agreement, the Pontifax Partnerships purchased directly from the Issuer (i) 3,000,000 shares of the Issuer’s Series A Convertible Preferred Stock, (ii) a 2010 Class A Warrant (the “2010 Class A Warrant”) to purchase 29,999 shares of Common Stock, and (iii) a 2010 Class B Warrant (the “2010 Class B Warrant”) to purchase 157,499 shares of Common Stock, for a total cash purchase price of $3,000,000. The Series A Preferred Stock issued to the Pontifax Partnerships automatically converted into an aggregate of 382,858 shares of Common Stock on February 9, 2011. The 2010 Class A Warrant expired unexercised on March 10, 2013 and the 2010 Class B Warrant expired unexercised on September 10, 2015. In accordance with the terms of the 2010 Purchase Agreement, the Issuer granted to Pontifax Partnerships the right to designate one person to the Issuer’s board of directors for as long as the Pontifax Partnerships hold at least 50% of the shares purchased under such agreement, pursuant to which the Pontifax Partnerships have designated TK.

2012 Private Placement : On November 26, 2012, the Issuer, the Pontifax Partnerships and certain other purchasers entered into a Securities Purchase Agreement (the “2012 Purchase Agreement”) pursuant to which the Pontifax Partnerships collectively purchased from the Issuer in a private placement (i) 8% Convertible Debentures (the “Debentures”) in the principal amount of $999,998.40, which was convertible into Common Stock at a conversion price of $2.40 per share, (ii) 2012 Series A Warrants (the “Series A Warrants”) to purchase 416,666 shares of Common Stock at an initial exercise price of $4.00 per share, and (iii) 2012 Series B Warrants (the “Series B Warrants”) to purchase 416,666 shares of Common Stock, for an aggregate cash purchase price of $999,998.40. The Series B Warrants expired unexercised on December 31, 2014.

2013 Issuance of Liquidated Damages Shares : In accordance with a Registration Rights Agreement dated November 26, 2012, among the Issuer, the Pontifax Purchasers and other parties to the 2012 Purchase Agreement, on March 27, 2013, April 26, 2013 and May 28, 2013, the Issuer issued to the Pontifax Partnerships 8,333, 8,333 and 8,055 shares of Common Stock, respectively (an aggregate of 24,721 shares) in satisfaction of approximately $59,330 in liquidated damages under such agreement.

October 2013 Private Placement : On October 29, 2013, the Issuer, the Pontifax Partnerships and certain other purchasers entered into a Securities Purchase Agreement (the “2013 Purchase Agreement”), as well as a Registration Rights Agreement. Pursuant to the 2013 Purchase Agreement, the Pontifax Partnerships purchased from the Issuer in a private placement (i) 416,666 shares of Common Stock, (ii) 2013 Series D Warrants to purchase, at an exercise price of $4.00 per share, 416,666 shares of Common Stock (the “Series D Warrants”), and (iii) 2013 Series E Warrants to purchase, at an exercise price of $2.40 per share, 416,666 shares of Common Stock (the “Series E Warrants”). The aggregate cash purchase price paid by the Pontifax Partnerships for such securities was $999,998.40. In addition, the Issuer and each holder of 2012 Debentures, including the Pontifax Partnerships, entered into a Conversion Agreement on October 29, 2013 pursuant to which all principal and accrued and unpaid interest outstanding under the 2012 Debentures were converted into shares of Common Stock. In connection with such Conversion Agreement, the Issuer issued to the Pontifax Partnerships an aggregate of 477,684 shares of Common Stock in full satisfaction of the Debentures. Further, pursuant to anti-dilution provisions contained in the Series A Warrant and as a result of the issuances pursuant to the 2013 Purchase Agreement, the aggregate number of shares of Common Stock issuable upon exercise of the Series A Warrants held by the Pontifax Partnerships increased to 694,443 shares and the exercise price thereof was reduced to $2.40 per share. The Series E Warrant expired unexercised on December 31, 2014.

January 2016 Private Placement : On October 21, 2015, the Issuer entered into a Convertible Note Purchase Agreement with the Pontifax Partnerships and certain other lenders pursuant to which it sold an aggregate principal amount of $2,100,000 of Unsecured Convertible Promissory Notes (the “Notes”) for an aggregate original issue price of $2,100,000. The Pontifax Partnerships purchased Notes having a principal amount of $500,000. The Notes had a maturity date of October 21, 2016, accrued interest at the rate of 6% per annum and automatically converted into securities issued by the Issuer in a subsequent equity financing pursuant to terms described in the Note. On January 12, 2016, the Issuer, the Pontifax Partnerships and certain other purchasers entered into a Stock Purchase Agreement relating to a private placement of Common Stock (the “January 2016 Purchase Agreement”), as well as a Registration Rights Agreement. Pursuant to the January 2016 Purchase Agreement, the Notes held by the Pontifax Partnerships converted into an aggregate of 1,448,062 shares of Common Stock at a price of $0.35 per share. In addition, as a result of the issuances pursuant to the January 2016 Purchase Agreement, (i) the number of shares of Common Stock subject to the Series A Warrant held by the Pontifax Partnerships increased to 1,225,486 shares and the exercise price decreased to $1.36 per share, and (ii) the number of shares of Common Stock subject to the Series D Warrants held by the Pontifax Partnerships increased to 778,814 shares and the exercise price decreased to $2.14 per share, both in accordance with the anti-dilution adjustment provisions of such warrants.

August 2016 Private Placement : On August 15, 2016, the Issuer entered into both a Securities Purchase Agreement (the “August 2016 Purchase Agreement”) and a Registration Rights Agreement with the Pontifax Partnerships and certain other purchasers identified therein pursuant to which the Pontifax Partnerships agreed to purchase from the Issuer in a private placement 714,285 shares of Common Stock and 2016 Series F Warrants to purchase, at an exercise price of $0.4375 per share, 357,142 shares of Common Stock (the “Series F Warrants”). The aggregate cash purchase price for such shares of Common Stock and the Series F Warrant is $250,000. The Pontifax Partnerships’ obligation to purchase such securities is subject to customary closing conditions, including the effectiveness of a registration statement covering the resale of the Common Stock (including the shares underlying the Series F Warrants). As a result of the sale of the Common Stock and warrants pursuant to the August 2016 Purchase Agreement, the (i) the number of shares of Common Stock subject to the Series A Warrants held by the Pontifax Partnerships increased to 1,424,495 shares and the exercise price decreased to $1.17 per share, and (ii) the number of shares of Common Stock subject to the Series D Warrants held by the Pontifax Partnerships increased to 923,152 shares and the exercise price decreased to $1.81 per share, in both cases, in accordance with the anti-dilution adjustment provisions of such warrants.

Stock Option Grants : In consideration of his services as a director, the Issuer has also granted to TK a number of stock options pursuant to the Issuer’s equity incentive plans, as follows: (i) a stock option relating to 3,750 shares, exercisable at $8.00 per share, all of which were exercisable as of March 27, 2013; (ii) stock options relating to 68,448 shares, exercisable at $2.40 per share, granted on November 4, 2013, which is subject in 36 equal monthly installments commencing December 4, 2013; (iii) a stock option relating to 34,224 shares, exercisable at $2.90 per share, granted on January 24, 2014, which vested in 12 equal monthly installments commencing February 24, 2014; and (iv) a stock option relating to 88,628 shares, exercisable at $0.37 per share, granted on April 7, 2016, which vests in 12 equal monthly installments commencing May 7, 2016. All of the grants prior to 2016 were made pursuant to the Issuer’s 2005 Stock Option Plan. The April 2016 grant was made pursuant to the Issuer’s 2016 Equity Incentive Plan. All of the stock option grants are evidenced by separate stock option agreements between the Issuer and TK as of their respective grant dates.

See also Attachment 1 to this Schedule, which is incorporated herein by reference.

See Item 3, which is incorporated herein by reference.

The shares of Common Stock reported herein as beneficially owned by the Reporting Persons are held for investment purposes.  Except for the right of the Pontifax Partnerships to designate one individual to serve on the Issuer’s board of directors pursuant to the terms of the 2010 Purchase Agreement, the Reporting Persons do not currently have any plan or proposal, which relates to or would result in any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate.

(a), (b), (c)

As of the date of this Schedule, the Reporting Persons beneficially own an aggregate of 6,324,092 shares of the Issuer’s Common Stock, representing approximately 12.4% of the outstanding shares of Common Stock, of which:

PM is the general partner of the Pontifax Partnerships, and PMGP is the general partner of PM. Each of the Reporting Individuals is a director of PMGP and, as such, shares voting and/or dispositive power over the shares beneficially owned by the Pontifax Partnerships and may be deemed to share beneficial ownership of the shares beneficially owned by the Pontifax Partnerships. Each of the Reporting Persons disclaims beneficial ownership of all shares beneficially owned by the Pontifax Partnerships, except to the extent of his respective pecuniary interest therein.

See Item 3, which is incorporated herein by reference.

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.

Dated: September 8, 2016

EXHIBIT A

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Dated: September 8, 2016

Attachment 1