CUSIP
No. G85347105
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13G
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Page
2 of 8 Pages
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NAMES
OF REPORTING PERSONS
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Opaleye
Management Inc.
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1
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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20-5648796
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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2
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(b)
[ ]
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SEC
USE ONLY
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3
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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4
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Massachusetts
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NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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SOLE
VOTING POWER
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5
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0
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SHARED
VOTING POWER
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6
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2,310,000*
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SOLE
DISPOSITIVE POWER
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7
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0
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SHARED
DISPOSITIVE POWER
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8
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2,310,000*
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9
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2,310,000*
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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10
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[ ]
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11
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5.01%
**
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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12
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CO
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*
Includes 570,000 ordinary shares issuable upon exercise of warrants.
**
Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or
conversion of other outstanding securities of the Company owned by other security holders.
CUSIP
No. G85347105
|
13G
|
Page
3 of 8 Pages
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NAMES
OF REPORTING PERSONS
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1
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Opaleye,
L.P.
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|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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2
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(b)
[ ]
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SEC
USE ONLY
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3
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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4
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Delaware
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NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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SOLE
VOTING POWER
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|
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5
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0
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SHARED
VOTING POWER
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|
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6
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2,310,000*
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SOLE
DISPOSITIVE POWER
|
|
|
7
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0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
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2,310,000*
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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9
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2,310,000*
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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10
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[ ]
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11
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5.01%
**
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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12
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PN
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*
Includes 570,000 ordinary shares issuable upon exercise of warrants.
**
Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or
conversion of other outstanding securities of the Company owned by other security holders.
CUSIP
No. G85347105
|
13G
|
Page
4 of 8 Pages
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NAMES
OF REPORTING PERSONS
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1
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James
Silverman
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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2
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(b)
[ ]
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SEC
USE ONLY
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3
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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4
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United
States
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NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
|
SOLE
VOTING POWER
|
|
|
5
|
0
|
|
SHARED
VOTING POWER
|
|
|
6
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2,310,000*
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SOLE
DISPOSITIVE POWER
|
|
|
7
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0
|
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SHARED
DISPOSITIVE POWER
|
|
|
8
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2,310,000*
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|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
|
2,310,000*
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11
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5.01%
**
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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12
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IN
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*
Includes 570,000 ordinary shares issuable upon exercise of warrants.
**
Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or
conversion of other outstanding securities of the Company owned by other security holders.
CUSIP
No. G85347105
|
13G
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Page
5 of 8 Pages
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Item
1(a).
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Name
of Issuer:
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The
name of the issuer is Strongbridge Biopharma plc (the “
Company
”).
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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The
Company’s principal executive offices are located at 900 Northbrook Drive, Suite 200, Trevose, PA 19053.
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Item
2(a).
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Name
of Person Filing.
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This
statement is filed by the entities and persons listed below, who are collectively referred to herein as “
Reporting
Persons”
with respect to the ordinary shares of the Company:
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Opaleye
Fund
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Opaleye,
L.P. (the “
Opaleye Fund
”), a private fund formed in the state of Delaware.
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Investment
Manager
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Opaleye
Management Inc. (the “
Investment Manager”
), with respect to the ordinary shares held by the Opaleye Fund,
a private fund to which the Investment Manager serves as investment manager.
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Reporting
Individual
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Mr.
James Silverman (the “
Reporting Individual”
), with respect to the ordinary shares held by the Opaleye Fund.
Mr. Silverman is the President of the Investment Manager.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence.
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One
Boston Place, 26
th
Floor
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Boston,
Massachusetts 02108
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Item
2(c).
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Citizenship.
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Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting
Person.
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Item
2(d).
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Title
of Class of Securities.
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Ordinary
Shares, $0.01 par value
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Item
2(e).
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CUSIP
Number.
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G85347105
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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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(a)
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[ ]
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Broker
or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
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CUSIP
No. G85347105
|
13G
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Page
6 of 8 Pages
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act.
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(e)
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[ ]
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[ ]
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A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
_________________
Item
4. Ownership.
(a)
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Amount beneficially
owned:
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Opaleye
Management Inc. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable
upon exercise of warrants
Opaleye,
L.P. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise
of warrants
James
Silverman — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon
exercise of warrants
Opaleye
Management Inc. — 5.01%*
Opaleye,
L.P. — 5.01%*
James
Silverman — 5.01%*
**
Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or
conversion of other outstanding securities of the Company owned by other security holders.
(c)
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Number
of shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote:
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Opaleye
Management Inc. — 0 shares
Opaleye,
L.P. — 0 shares
James
Silverman — 0 shares
CUSIP
No. G85347105
|
13G
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Page
7 of 8 Pages
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(ii)
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Shared power
to vote or to direct the vote:
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Opaleye
Management Inc. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable
upon exercise of warrants
Opaleye,
L.P. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise
of warrants
James
Silverman — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon
exercise of warrants
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(iii)
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Sole power
to dispose or to direct the disposition of:
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Opaleye
Management Inc. — 0 shares
Opaleye,
L.P. — 0 shares
James
Silverman — 0 shares
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(iv)
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Shared power
to dispose or to direct the disposition of:
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Opaleye
Management Inc. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable
upon exercise of warrants
Opaleye,
L.P. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise
of warrants
James
Silverman — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon
exercise of warrants
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company
or Control Person.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
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.
CUSIP
No. G85347105
|
13G
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Page
8 of 8 Pages
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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.
Date:
June 22, 2018
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By:
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/s/
James Silverman
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James
Silverman
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Opaleye,
L.P.
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Date:
June 22, 2018
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By:
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/s/
James Silverman
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Name:
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James
Silverman
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Title:
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Managing
Member of Opaleye
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GP
LLC, the General Partner of
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Opaleye,
L.P.
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Opaleye
Management Inc.
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Date:
June 22, 2018
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By:
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/s/
James Silverman
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Name:
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James
Silverman
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Title:
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President
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JOINT
FILING AGREEMENT
This
Joint Filing Agreement, dated June 22, 2018, is entered into by and among Opaleye Management Inc., a Massachusetts corporation,
Opaleye, L.P., a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”).
Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect
to ordinary shares, $0.01 par value, of Strongbridge Biopharma plc beneficially owned by them from time to time. Pursuant to and
in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree
to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby
further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing
Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as
the Filers may mutually agree.
DATED:
June 22, 2018
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By:
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/s/
James Silverman
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James
Silverman
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Opaleye,
L.P.
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By:
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/s/
James Silverman
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Name:
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James
Silverman
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Title:
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Managing
Member of
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Opaleye
GP LLC, the General Partner
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of
Opaleye, L.P.
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Opaleye
Management Inc.
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By:
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/s/
James Silverman
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Name:
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James
Silverman
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Title:
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President
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