Statement of Ownership (sc 13g)
February 12 2018 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
VIKING
THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
92686J106
(CUSIP Number)
February 2, 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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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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CUSIP No. 92686J106
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Page 2 of 8
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1
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Name of
reporting persons.
Boxer Capital, LLC
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
3,000,000
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
3,000,000
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9
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Aggregate amount beneficially owned by each reporting person.
3,000,000
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
6.2%*
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12
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Type of reporting person
OO
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*
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Based on 48,467,104 shares of Common Stock outstanding as of the closing of the Issuers public offering in February 2018, including the underwriters full exercise of their over-allotment option in connection
with the public offering, as set forth in the Issuers prospectus supplement dated February 2, 2018 filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on
February 5, 2018.
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CUSIP No. 92686J106
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Page 3 of 8
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1
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Name of
reporting persons.
Boxer Asset Management Inc.
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
3,000,000
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
3,000,000
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9
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Aggregate amount beneficially owned by each reporting person.
3,000,000
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
6.2%*
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12
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Type of reporting person
CO
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*
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Based on 48,467,104 shares of Common Stock outstanding as of the closing of the Issuers public offering in February 2018, including the underwriters full exercise of their over-allotment option in connection
with the public offering, as set forth in the Issuers prospectus supplement dated February 2, 2018 filed with the Securities and Exchange Commission pursuant to Rule 424 (b)(5) under the Securities Act of 1933, as amended, on
February 5, 2018.
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CUSIP No. 92686J106
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Page 4 of 8
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1
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Name of
reporting persons.
Joe Lewis
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
3,000,000
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
3,000,000
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9
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Aggregate amount beneficially owned by each reporting person.
3,000,000
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
6.2%*
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12
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Type of reporting person
IN
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*
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Based on 48,467,104 shares of Common Stock outstanding as of the closing of the Issuers public offering in February 2018, including the underwriters full exercise of their over-allotment option in connection
with the public offering, as set forth in the Issuers prospectus supplement dated February 2, 2018 filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on
February 5, 2018.
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Item 1(a).
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Name of Issuer:
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Viking Therapeutics, Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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12340 El Camino Real, Suite 250
San Diego, CA 92130
Item 2(a).
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Name of Person Filing:
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This Schedule 13G is jointly filed by Boxer Capital, LLC
(Boxer Capital), Boxer Asset Management Inc. (Boxer Management) and Joe Lewis (together with Boxer Capital and Boxer Management, the Reporting Persons). Boxer Management is the managing member and majority owner
of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management.
Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
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The principal business
address of Boxer Capital is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
Boxer Capital is a limited liability company organized under the laws of
Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom.
Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.00001 per share (the
Common Stock).
92686J106
Item 3.
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If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
(a) Amount beneficially owned:
Boxer Capital, Boxer Management and Joe Lewis beneficially own 3,000,000 shares of Common Stock.
(b) Percent of class:
The
shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 6.2% of the Issuers outstanding shares of Common Stock, Based on 48,467,104 shares of Common Stock outstanding as of the closing of the
Issuers public offering in February 2018, including the underwriters full exercise of their over-allotment option in connection with the public offering, as set forth in the Issuers prospectus supplement dated February 2, 2018
filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 5, 2018.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock they beneficially own.
(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 3,000,000 shares of Common Stock they
beneficially own.
(iii) Sole power to dispose or to direct the disposition of:
None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock they beneficially own.
(iv) Shared power to dispose or to direct the disposition of:
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 3,000,000 shares of Common
Stock they beneficially own.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Only Boxer Capital has
the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by Boxer Capital. See Item 4 above.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
(c) 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.
Exhibits
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1
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Joint Filing Agreement, dated February 12, 2018, among the Reporting Persons.
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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 12, 2018
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BOXER CAPITAL, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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BOXER ASSET MANAGEMENT INC.
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By:
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/s/ Jason Callender
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Name:
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Jason Callender
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Title:
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Director
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JOSEPH C. LEWIS
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/s/ Joseph C. Lewis
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Joseph C. Lewis, Individually
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