If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
1
|
Names of Reporting Persons.
OrbiMed Advisors LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
o
|
6
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
4,943,416
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
4,943,416
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,943,416
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|
o
|
13
|
Percent of Class Represented by Amount in Row (11)
8.9%*
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
* This percentage is calculated based upon 54,058,364 shares of
common stock outstanding of Bellus Health Inc. (the “Issuer”), as set forth in the Issuer’s prospectus
supplement filed with the Securities and Exchange Commission (“SEC”) on September 5, 2019 and giving effect
to the additional 1,320,296 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’
option.
1
|
Names of Reporting Persons.
OrbiMed Capital GP VII LLC
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
AF
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
6
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
4,943,416
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
4,943,416
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,943,416
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
13
|
Percent of Class Represented by Amount in Row (11)
8.9%*
|
14
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
* This percentage is calculated based upon 54,058,364 shares of
common stock outstanding of Bellus Health Inc. (the “Issuer”), as set forth in the Issuer’s prospectus
supplement filed with the Securities and Exchange Commission (“SEC”) on September 5, 2019 and giving effect
to the additional 1,320,296 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’
option.
CUSIP No. 07987C204
|
|
|
|
|
|
|
|
|
1
|
Names of Reporting Persons.
OrbiMed Capital LLC
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
|
|
|
3
|
SEC Use Only
|
|
4
|
Source of Funds (See Instructions)
AF
|
|
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
o
|
|
6
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole Voting Power
2,082,416
|
|
8
|
Shared Voting Power
0
|
|
9
|
Sole Dispositive Power
2,082,416
|
|
10
|
Shared Dispositive Power
0
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,082,416
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
|
o
|
|
13
|
Percent of Class Represented by Amount in Row (11)
3.7%*
|
|
14
|
Type of Reporting Person (See Instructions)
IA
|
|
|
|
|
|
|
|
|
|
* This percentage is calculated based upon 54,058,364 shares of common
stock outstanding of Bellus Health Inc. (the “Issuer”), as set forth in the Issuer’s prospectus supplement
filed with the Securities and Exchange Commission (“SEC”) on September 5, 2019 and giving effect to the additional
1,320,296 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.
Item 1. Security and Issuer
This Schedule 13D (the
“Statement”) relates to the common stock (the “Shares”) of Bellus Health Inc., a
corporation organized under the Canada Business Corporations Act (the “Issuer”), with its principal
executive offices located at 275 Armand-Frappier Boulevard, Laval, Quebec H7V 4A7, Canada.
The Shares are listed on the Toronto Stock Exchange, or “TSX”, under the symbol “BLU” and on the NASDAQ
Global Market under the ticker symbol “BLU”. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
On August 15, 2019, the
Issuer effected a reverse stock-split at a ratio of 1-for-3.6 (the “Reverse Stock Split”). References in this
Statement to numbers of Shares give effect to the Reverse Stock Split.
On September 9, 2019, the
Issuer completed its initial public offering pursuant to which the Issuer agreed to issue and sell to the participants 9,859,155
Shares (the “IPO”). In addition, the Issuer granted the underwriters an option to purchase, at the public offering
price less any underwriting discounts and commissions, up to an additional 1,320,296 Shares. The purchase price for each Share
was $7.10. As a result of the IPO, and the underwriters exercise of their option, the Issuer’s total number of outstanding
Shares increased to 55,537,237.
Item 2. Identity and Background
(a) This Schedule 13D is
being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VII LLC (“OrbiMed GP”)
and OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”).
(b) — (c),
(f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under
the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly
described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New
York 10022.
OrbiMed GP, a limited liability company organized
under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.
OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Capital, a limited
liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of
1940, as amended, is the investment adviser of certain entities as more particularly described in Item 6 below. OrbiMed Capital
has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
The directors and executive
officers of OrbiMed Advisors, OrbiMed Capital and OrbiMed GP are set forth on Schedules I, II, and III, respectively, attached
hereto. Schedules I, II and III set forth the following information with respect to each such person:
(i) name;
(ii) business
address;
(iii) present
principal occupation of employment and the name, principal business and address of any corporation or other organization in which
such employment is conducted; and
(iv) citizenship.
(d) — (e) During
the last five years, neither the Reporting Persons nor any Person named in Schedules I through III 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
On and prior to the close of May 10, 2019, OrbiMed
Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OrbiMed Private Investments VII,
LP (“OPI VII”), as more particularly referred to in Item 6 below, caused OPI VII to purchase 4,663,416 Shares.
On and prior to the close of September 5, 2019,
OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VII, as more particularly
referred to in Item 6 below, caused OPI VII to purchase 280,000 Shares in the IPO.
On and prior to the close
of December 13, 2018, OrbiMed Capital, as the sole investment advisor to OrbiMed Partners Master Fund Limited (“OPM”),
as more particularly referred to in Item 6 below, caused OPM to purchase 1,662,416 Shares.
On and prior to the close of September 5, 2019,
OrbiMed Capital, as the sole investment advisor to OPM, as more particularly referred to in Item 6 below, caused OPM to purchase
420,000 Shares in the IPO.
The
source of funds for such purchases was the working capital of OPI VII and OPM.
As
a result of the transactions described in this Item 3, OrbiMed Advisors and OrbiMed GP may collectively be deemed to be the beneficial
owners of approximately 8.9% of the outstanding Shares and Orbimed Capital, as the investment advisor to OPM, may be deemed to
be the beneficial owner of 3.7% of the outstanding Shares. OrbiMed GP, as the general partner of OPI VII, may be deemed to
be the beneficial owner of approximately 8.9% of the outstanding Shares. OrbiMed Advisors, as the managing member of OrbiMed
GP, may be deemed to be the beneficial owner of approximately 8.9% of the outstanding Shares. None of the Reporting Persons
have acquired or disposed of any additional Shares since September 5, 2019.
Item 4. Purpose of Transaction
This statement relates
to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired for the purpose
of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf
of the Reporting Persons’ respective advisory clients.
The Reporting Persons from
time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business,
financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general
and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.
Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate
in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the
Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of
the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors,
the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise
acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the
Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change
in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class
of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The
following disclosure is based upon 54,058,364 outstanding Shares, as set forth in the Issuer’s prospectus supplement filed
with the Securities and Exchange Commission on September 5, 2019 and giving effect to the additional 1,320,296 shares of common
stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.
As of the date of
this filing, OPI VII, a limited partnership organized under the laws of Delaware, holds 4,943,416 Shares constituting
approximately 8.9% of the issued and outstanding Shares. OrbiMed GP is the sole general partner of OPI VII, pursuant to
the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the sole managing member of OrbiMed GP,
pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and
OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or
indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VII.
OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven
H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VII.
In addition, Orbimed Advisors
and Orbimed GP, pursuant to their authority under the limited partnership agreements of OPI VII, caused OPI VII to enter into the
agreements referred to in Item 6 below.
As of the date of this
filing, OPM, an exempted company organized under the laws of Bermuda, holds 2,082,416 Shares constituting approximately 3.7% of
the issued and outstanding Shares. OrbiMed Capital is the sole investment advisor of OPM. As a result, OrbiMed Capital has
the power to direct the vote and disposition of the Shares held by OPM and may be deemed directly or indirectly, including by
reason of mutual affiliation, to be the beneficial owner of the Shares held by OPM. OrbiMed Capital disclaims any beneficial
ownership over the shares of the other Reporting Persons. OrbiMed Capital exercises this investment and voting power through
a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial
ownership of the Shares held by OPM.
(c) Except as disclosed
in Item 3, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
In addition to the relationships
between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the sole general partner of OPI VII, pursuant to
the terms of the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary
investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise
dispose of securities held by OPI VII. The number of outstanding Shares of the Issuer attributable to OPI VII is 4,943,416.
OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly
4,943,416 Shares.
OrbiMed Advisors is the
sole managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to
these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect
to the assets of OPI VII. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held
by OPI VII. The number of outstanding Shares attributable to OPI VII is 4,943,416 Shares. OrbiMed Advisors, pursuant
to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly
4,943,416 Shares.
OrbiMed Capital is the
sole investment advisor to OPM. OrbiMed Capital may be deemed to have voting and investment power over the securities held by OPM.
Such authority includes the power of OrbiMed Capital to vote and otherwise dispose of securities held by OPM. The number
of outstanding Shares attributable to OPM is 2,082,416 Shares. OrbiMed Capital, as the sole investment advisor to OPM, may
also be considered to hold indirectly 2,082,416 Shares.
Chau Khuong (“Khuong”),
a Private Equity Partner at OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors
and OrbiMed GP may have the ability to affect and influence control of the Issuer. From time to time, Khuong may receive stock
options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee
directors. Pursuant to an agreement with OrbiMed Advisors and OrbiMed GP, Khuong is obligated to transfer any securities issued
under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and OrbiMed GP, which will in
turn ensure that such securities or economic benefits are provided to OPI VII.
Lock-up Agreement
In connection with
the Offering, certain of the Issuer’s pre-offering stockholders, including OPI VII, entered into agreements (each, a “Lock
Up Agreement”), pursuant to which such parties have agreed not to, except in limited circumstances, sell or transfer,
or engage in swap or similar transactions with respect to the Shares, including, as applicable, Shares received in the IPO, until
90 days from the closing of the IPO.
The foregoing description of the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy
of which is included in this Statement as Exhibit 2 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VII LLC.
|
2.
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit D to Exhibit 3.1 to the Issuer’s Registration Statement on Form F-10/A (SEC 333-233592), filed with the SEC on September 4, 2019).
|
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 18, 2019
|
ORBIMED ADVISORS LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Name: Carl L. Gordon
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
|
|
|
|
ORBIMED CAPITAL GP VII LLC
|
|
|
|
|
|
|
By:
|
ORBIMED ADVISORS LLC, its managing member
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Carl L. Gordon
|
|
|
|
Title: Member of OrbiMed Advisors LLC
|
|
ORBIMED CAPITAL LLC
|
|
|
|
|
|
|
By:
|
/s/ Carl L. Gordon
|
|
|
|
Carl L. Gordon
|
|
|
|
Title: Member of OrbiMed Capital LLC
|
SCHEDULE I
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.
Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
C. Scotland Stevens
|
Member
|
Member
OrbiMed Advisors LLC
|
|
|
|
Trey Block
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC
|
SCHEDULE II
The
names and present principal occupations of each of the executive officers and directors of OrbiMed Capital LLC are set forth below.
Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th
Floor, New York, NY 10022.
Name
|
Position with Reporting Person
|
Principal Occupation
|
|
|
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
W. Carter Neild
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
C. Scotland Stevens
|
Member
|
Member
OrbiMed Capital LLC
|
|
|
|
Trey Block
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Capital LLC
|
SCHEDULE III
The business
and operations of OrbiMed Capital GP VII LLC are managed by the executive officers and directors of its managing member, OrbiMed
Advisors LLC, set forth in Schedule I attached hereto.
EXHIBIT INDEX
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VII LLC.
|
2.
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit D to Exhibit 3.1 to the Issuer’s Registration Statement on Form F-10/A (SEC 333-233592), filed with the SEC on September 4, 2019).
|