CUSIP No. 04300J107
|
13D
|
Page
2 of 8 Pages
|
1
|
NAME
OF REPORTING PERSONS
Opaleye
Management Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
2,208,472
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
2,208,472
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,208,472
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.79%*
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Based
upon 5,843,671 shares of common stock issued and outstanding on January 9, 2020 as reported to us by a representative of the
Issuer. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.
|
CUSIP No. 04300J107
|
13D
|
Page
3 of 8 Pages
|
1
|
NAME
OF REPORTING PERSONS
Opaleye,
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
2,208,472
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
2,208,472
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,208,472
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.79%*
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Based
upon 5,843,671 shares of common stock issued and outstanding on January 9, 2020 as reported to us by a representative of the
Issuer. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.
|
CUSIP No. 04300J107
|
13D
|
Page
4 of 8 Pages
|
1
|
NAME
OF REPORTING PERSONS
James
Silverman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
2,208,472
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
2,208,472
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,036,010
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.79%*
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Based
upon 5,843,671 shares of common stock issued and outstanding on January 9, 2020 as reported to us by a representative of the
Issuer. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.
|
CUSIP No. 04300J107
|
13D
|
Page
5 of 8 Pages
|
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item
1. Security and Issuer.
This
statement relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of ArTara
Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are
located at 1 Little West 12th Street, New York, NY 10014.
Item
2. Identity and Background.
(a)
This statement is filed by:
|
(i)
|
Opaleye,
L.P., a Delaware limited partnership (the “Opaleye Fund”);
|
|
|
|
|
(ii)
|
Opaleye
Management Inc., a Massachusetts corporation (the “Investment Manager”), which serves as investment manager
of the Opaleye Fund; and
|
|
|
|
|
(iii)
|
Mr.
James Silverman, who serves as the President of the Investment Manager.
|
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
(b)
The business address of each Reporting Person is One Boston Place, 26th Floor, Boston, Massachusetts 02108.
(c)
The principal business of the Opaleye Fund is investing in securities. The principal business of the Investment Manager is serving
as the investment manager of the Opaleye Fund. The principal business of Mr. Silverman is serving as the President of the Investment
Manager.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
No Reporting Person has, 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.
(f)
Mr. Silverman is a citizen of the United States of America.
Item
3. Source and Amount of Funds or Other Consideration.
The
shares of Common Stock purchased by the Opaleye Fund were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.
Merger
On
September 23, 2019, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
as amended on November 19, 2019, with the Issuer, REM 1 Acquisition, Inc. (“Merger Sub”) and ArTara Subsidiary,
Inc. (“ArTara Sub”). On January 9, 2020 (the “Effective Time”), Merger Sub was merged with and
into ArTara Sub, with ArTara Sub surviving as a wholly-owned subsidiary of the Issuer (the “Merger”).
CUSIP No. 04300J107
|
13D
|
Page
6 of 8 Pages
|
In
connection with the Merger, the Opaleye Fund acquired 777,635 shares of Common Stock from the Issuer in exchange for its i) 571,428
shares of ArTara Sub common stock; and ii) 3,505,174 shares of ArTara Sub exchangeable common stock.
Private
Placement
The
Opaleye Fund purchased 1,426,234 shares of Common Stock directly from the Issuer in a private placement transaction pursuant to
a subscription agreement dated September 23, 2019 (the “Private Placement”). The Private Placement closed on
January 9, 2020. The aggregate purchase price of the 1,426,234 shares of Common Stock was approximately $10 million.
Open
Market Purchases
Tthe
Opaleye Fund purchased an aggregate of 4,603 shares of Common Stock of the Issuer in open market purchases, as follow:
Class
of
Security
|
|
Securities
Purchased
|
|
|
Price
($)
|
|
|
Date
of
Purchase
|
Common Stock
|
|
|
632
|
|
|
|
10.20
|
|
|
9/27/2019
|
Common Stock
|
|
|
718
|
|
|
|
10.15
|
|
|
9/30/2019
|
Common Stock
|
|
|
925
|
|
|
|
10.19
|
|
|
10/14/2019
|
Common Stock
|
|
|
2,105
|
|
|
|
10.09
|
|
|
10/31/2019
|
Common Stock
|
|
|
60
|
|
|
|
10.10
|
|
|
11/01/2019
|
Common Stock
|
|
|
163
|
|
|
|
10.02
|
|
|
11/06/2019
|
The
aggregate purchase price of the 4,603 shares of Common Stock was approximately $46,643, including brokerage commissions.
Item
4. Purpose of Transaction.
The
Reporting Persons acquired the shares of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock,
when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that
would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease
their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or
in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein. 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 and business
strategy, the price levels of the shares of 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 including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in
discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals
to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or
operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging
in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention
with respect to any and all matters referred to in Item 4.
CUSIP No. 04300J107
|
13D
|
Page
7 of 8 Pages
|
Item
5. Interest in Securities of the Issuer.
All
share amounts in this Schedule 13D reflect a 1-for-40 reverse stock split of the Issuer’s Common Stock, effective as of
January 9, 2020.
(a)
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based on 5,843,671 shares of
Common Stock outstanding as of January 9, 2020, as disclosed to the Reporting Persons by a representative of the Issuer, representing
percentage ownership of approximately 37.79% of the shares of Common Stock outstanding.
The
Investment Manager, as the investment manager of the Opaleye Fund, may be deemed to beneficially own the 5,843,671 shares of Common
Stock beneficially owned by the Opaleye Fund, representing percentage ownership of approximately 37.79% of the shares of Common
Stock outstanding.
Mr.
Silverman, as the President of the Investment Manager, may be deemed to beneficially own the 5,843,671 shares of Common Stock
beneficially owned by the Investment Manager, representing percentage ownership of approximately 37.79% of the shares of Common
Stock outstanding.
(b)
The Opaleye Fund shares with the Investment Manager voting and dispositive power over the shares of Common Stock each such entity
beneficially owns. The Investment Manager and Mr. Silverman share voting and dispositive power over the 5,843,671 shares of Common
Stock they may be deemed to beneficially own with the Opaleye Fund.
(c)
The response to Item 3 hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.
All of such transactions were effected in the open market, except as otherwise noted.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On
January 21, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required
by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
The
Investment Manager is the investment manager of Opaleye Fund, pursuant to an investment management agreement which authorizes
the Investment Manager, among other things, to invest the funds of Opaleye Fund in the shares of Common Stock and other securities
and to vote, exercise or convert and dispose of such securities. Pursuant to such investment management agreement, the Investment
Manager is entitled to receive fees based on assets under management and allocations based on realized and unrealized gains on
such assets.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
CUSIP No. 04300J107
|
13D
|
Page
8 of 8 Pages
|
SIGNATURES
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 accurate.
DATED:
January 21, 2020
|
By:
|
/s/
James Silverman
|
|
|
James
Silverman
|
|
|
|
|
Opaleye,
L.P.
|
|
|
|
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
Managing Member of Opaleye GP LLC,
the General Partner of Opaleye, L.P.
|
|
|
|
|
Opaleye
Management Inc.
|
|
|
|
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
President
|