Schedule 13D
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Item 1.
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Security and Issuer
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This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on September 30, 2014 (the "Original Schedule 13D") relating to the common stock, $0.001 par value (the "Common Stock") of Novus Therapeutics, Inc. (formerly "Tokai Pharmaceuticals, Inc."), a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 19900 MacArthur Blvd., Suite 550, Irvine, CA 92612.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D.
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Item 2.
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Identity and Background
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No changes.
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Item 3.
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Source and Amount of Funds or Other Consideration
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No changes.
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Item 4.
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Purpose of Transaction
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No changes.
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Item 5.
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Interest in Securities of the Issuer
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No changes except as set forth below.
(a)-(b) The information set forth in Lines 7 through 11 and 13 of each Reporting Person's cover sheet is incorporated here by reference.
ATP II Annex is the record owner of the ATP II Annex Shares. As the sole general partner of ATP II Annex, ATP II Annex GP may be deemed to own beneficially the ATP II Annex Shares. As the sole Managing Member of ATP II Annex GP, Harrison may be deemed to own beneficially the ATP II Annex Shares.
ATP IV is the record owner of the ATP IV Shares. As the sole general partner of ATP IV, ATP IV GP may be deemed to own beneficially the ATP IV Shares. As the sole Director of ATP IV GP, Harrison may be deemed to own beneficially the ATP IV Shares.
ATP II is the record owner of the ATP II Shares. As the sole general partner of ATP II, ATP II GP may be deemed to own beneficially the ATP II Shares. As the sole General Partner of ATP II GP, Harrison may be deemed to own beneficially the ATP II Shares.
By virtue of their relationship as affiliated entities, whose controlling entities have the same individual controlling person, each of ATP II Annex, ATP II Annex GP, ATP IV, ATP IV GP, ATP II and ATP II GP may be deemed to share the power to direct the disposition and vote of the Total ATP Shares.
Harrison is the record owner of 23,632 shares of Common Stock (the "Harrison Shares"). Accordingly, Harrison may be deemed to be the beneficial owner of the Harrison Shares in addition to the Total ATP Shares.
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CUSIP No.
67011N105
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13D
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Page 10 of 14 Pages
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The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person, as set forth on Line 13 of each such Reporting Person's cover sheet was calculated based on the 7,085,414 shares of Common Stock reported to be outstanding as of November 6, 2017 in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 8, 2017.
According to filings made by the Issuer with the SEC, on May 9, 2017 the Issuer purchased from the shareholders of Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel ("Otic Pharma"), all ordinary and preferred shares of Otic Pharma in exchange for 36,249,237 shares of Common Stock. In connection therewith, the Issuer effected a 1-for-9 reverse stock split on May 11, 2017.
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Item 6.
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Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
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No changes.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
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CUSIP No.
67011N105
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13D
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Page 11 of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: January 8, 2018
APPLE TREE PARTNERS II, L.P.
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By:
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Apple Tree Ventures II, L.P.
General Partner
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By:
/s/ Seth L. Harrison
Seth L. Harrison
General Partner
APPLE TREE VENTURES II, L.P.
By:
/s/ Seth L. Harrison
Seth L. Harrison
General Partner
APPLE TREE PARTNERS II - ANNEX, L.P.
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By:
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Apple Tree Ventures II - Annex, LLC
General Partner
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By:
/s/ Seth L. Harrison
Seth L. Harrison
Managing Member
APPLE TREE VENTURES II - ANNEX, LLC
By:
/s/ Seth L. Harrison
Seth L. Harrison
Managing Member
APPLE TREE PARTNERS IV, L.P.
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By:
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ATP III GP, Ltd.
General Partner
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By:
/s/ Seth L. Harrison
Seth L. Harrison
Director
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CUSIP No.
67011N105
|
13D
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Page 12 of 14 Pages
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ATP III GP, LTD.
By:
/s/ Seth L. Harrison
Seth L. Harrison
Director
/s/ Seth L. Harrison
Seth L. Harrison
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CUSIP No.
67011N105
|
13D
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Page 13 of 14 Pages
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D and any future amendments thereto need be filed with respect to the ownership by each of the undersigned of shares of stock of Novus Therapeutics, Inc.
DATE: January 8, 2018
APPLE TREE PARTNERS II, L.P.
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By:
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Apple Tree Ventures II, L.P.
General Partner
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By:
/s/ Seth L. Harrison
Seth L. Harrison
General Partner
APPLE TREE VENTURES II, L.P.
By:
/s/ Seth L. Harrison
Seth L. Harrison
General Partner
APPLE TREE PARTNERS II - ANNEX, L.P.
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By:
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Apple Tree Ventures II - Annex, LLC
General Partner
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By:
/s/ Seth L. Harrison
Seth L. Harrison
Managing Member
APPLE TREE VENTURES II - ANNEX, LLC
By:
/s/ Seth L. Harrison
Seth L. Harrison
Managing Member
APPLE TREE PARTNERS IV, L.P.
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By:
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ATP III GP, Ltd.
General Partner
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By:
/s/ Seth L. Harrison
Seth L. Harrison
Director
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CUSIP No.
67011N105
|
13D
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Page 14 of 14 Pages
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ATP III GP, LTD.
By:
/s/ Seth L. Harrison
Seth L. Harrison
Director
/s/ Seth L. Harrison
Seth L. Harrison