The information required on 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).
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON: Pontifax Management 4 GP (2015) Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH
|
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
8,392,000
1
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
8,392,000
1
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1
8,392,000
1
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
2
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
1
|
Includes 6,608,000 shares of common stock and warrants
to purchase 1,784,000 shares of common stock.
|
|
2
|
All percentages calculated herein are based on 95,495,327
outstanding shares of common stock as of May 16, 2018.
|
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON: Pontifax (Israel) IV, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH
|
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,139,000
1
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
4,139,000
1
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1
4,139,000
1
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
1
|
Includes 3,259,000 shares of common stock and warrants
to purchase 880,000 shares of common stock.
|
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON: Pontifax (Cayman) IV, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH
|
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,015,000
1
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,015,000
1
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1
2,015,000
1
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
1
|
Includes 1,587,000 shares of common stock and warrants
to purchase 428,000 shares of common stock.
|
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON: Pontifax (China) IV, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH
|
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,238,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,238,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,238,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
1
|
Includes 1,762,000 shares of common stock and warrants
to purchase 476,000 shares of common stock.
|
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
1
|
NAME OF REPORTING PERSON: Pontifax III Management of Fund (2011)
Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH
|
|
7
|
SOLE VOTING POWER
8,611
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
8,611
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,611
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.00%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
Item 1.
|
Security and Issuer
.
|
This Statement on
Schedule 13D relates to shares of common stock, par value of $0.01 per share (the "Common Stock"). The name of the
issuer is ArQule, Inc.(the “Issuer”), a company organized under the laws of the State of Delaware
("ArQule"). The address of the principal office of ArQule is 1 Wall Street, 6th Floor, Burlington, MA 01803.
Item 2.
|
Identity and Background
.
|
This
statement is being filed on behalf of (1) Pontifax Management 4 G.P. (2015) Ltd. (“Management 4”), (2) Pontifax (Israel)
IV, L.P. (“Israel IV”), (3) Pontifax (Cayman) IV L.P. (“Cayman IV”), (4) Pontifax (China) IV L.P. (“China
IV”) (together with Cayman IV and Israel IV, the “IV Funds”) and (5) Pontifax Management III G.P. (2011) (“Management
III”). Management 4, the IV Funds, and Management III are collectively referred to herein as the “Reporting Persons”
Each of Management 4, Israel
IV, and Management III is organized under the laws of Israel. Each of Cayman IV and China IV is organized under the laws of the
Cayman Islands. The business address of each of the Reporting Persons is c/o Pontifax, 14 Shenkar Street, Beit Ofek, Herzliya Pituach,
46140 Israel.
The
Reporting Persons are principally engaged in the business of long-term, venture-type investments in high growth pharmaceutical,
biotechnological and medical device companies.
Management 4 is the ultimate general partner
of each of the IV Funds. The managing partners of Management III and Management 4 are Tomer Kariv and Ran Nussbaum (together, the
“Related Persons”). Messrs. Kariv and Nussbaum are citizens of Israel. The business address of each of the Related
Persons is c/o Pontifax, 14 Shenkar Street, Beit Ofek, Herzliya Pituach, 46140 Israel. The current principal occupation of each
of the Related Persons is Managing Partner of Pontifax.
During the last five years, none
of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
which 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 November 3,
2017, the IV Funds purchased 6,608 shares of Convertible Preferred Stock, Series A, par value $.01 per share (the “Preferred
Stock”) and warrants (the “Warrants”) to purchase up to 1,784 shares of Preferred Stock (the “Warrant Shares”).
The Issuer sold the Preferred Stock and the Warrants together at a price per unit of $1,135 for total gross proceeds of
$7,500,080 from the IV Funds. The source of funds for the IV Funds was working capital.
Following stockholder
approval and the effectiveness of an amendment to the Issuer’s restated certificate of incorporation increasing the number
of shares of authorized shares of Common Stock, each share of Preferred Stock automatically converted into 1,000 shares of Common
Stock and each warrant covering a share of Preferred Stock became exercisable for 1,000 shares of Common Stock at an exercise price
of $1.75 per share.
Item 4.
|
Purpose of Transaction
.
|
The Reporting Persons acquired beneficial
ownership of the Common Stock identified in Item 5 for investment purposes.
Under the terms of the November 3, 2017
securities purchase agreement, the IV Funds have the right to nominate a director to the board for so long as the IV Funds remain
the beneficial owner of 50 percent of the shares originally sold to them in the November offering. Currently, Mr. Nussbaum
serves in that role. In such capacity, Mr. Nussbaum takes and will continue to take an active role in the oversight of the Issuer’s
business and strategic direction.
The Reporting Persons review and intend
to continue to review, on an ongoing and continued basis, their investments in the Issuer. Depending on the factors discussed below
and subject to applicable law, the Reporting Persons may from time to time acquire additional securities of the Issuer or otherwise
dispose of some or all of such securities of the Issuer. Any transactions that any Reporting Persons may pursue may be made at
any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current
and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects
of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available
to such Reporting Persons, tax considerations and other factors.
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
Other than as described above and other
than in Mr. Nussbaum’s capacity as a director of the Issuer, the Reporting Persons do not currently have plans or proposals
that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
.
|
(a) – (b)
The following sets forth the
aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number
of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote
or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition
of as of the date hereof.
Reporting Person
|
Amount beneficially owned
|
Percent of class
|
Sole power to vote or direct the vote
|
Shared power to vote or direct the vote
|
Sole power to
dispose or to direct the disposition
of
|
Shared power to
dispose or to direct the disposition
of
|
Management 4
|
8,392,000
(1)
|
8.8%*
|
-
|
8,392,000
|
-
|
8,392,000
|
Israel IV
|
4,139,000
(2)
|
4.3%
|
-
|
4,139,000
|
-
|
4,139,000
|
Cayman IV
|
2,015,000
(3)
|
2.1%
|
-
|
2,015,000
|
-
|
2,015,000
|
China IV
|
2,238,000
(4)
|
2.4%
|
-
|
2,238,000
|
-
|
2,238,000
|
Management III
|
8,611
|
*
|
-
|
8,611
|
-
|
8,611
|
|
*
|
Percent of less than 1%.
|
|
(1)
|
Includes warrants to purchase 1,784,000 shares of Common
Stock.
|
|
(2)
|
Includes warrants to purchase 880,000 shares of Common
Stock.
|
|
(3)
|
Includes warrants to purchase 428,000 shares of Common
Stock.
|
|
(4)
|
Includes warrants to purchase 476,000 shares of Common
Stock.
|
Except as
set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of
Common Stock or options or warrant to purchase shares of Common Stock owned beneficially or of record by any other person named
in this Item 5(a)-(b).
|
(c)
|
As previously reported, on May 18, 2018, Management
III purchased 8,611 shares of Common Stock in the open market at a price per share of $3.29.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.
|
As set forth in Item
4 above, under the terms of the November 3, 2017 securities purchase agreement, the IV Funds have the right to nominate a director
to the board for so long as the IV Funds remain the beneficial owner of 50 percent of the shares originally sold to them in
the November offering.
Item 7.
|
Material to Be Filed as Exhibits
.
|
EXHIBIT INDEX
|
1.
|
Securities Purchase Agreement dated November 3, 2017 (incorporated by reference herein from Exhibit
10.1 to a Form 8-K filed by ArQule, Inc. on November 8, 2017).
|
|
2.
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of
1934, as amended.
|
CUSIP No. 04269E107
|
SCHEDULE 13D
|
|
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 28, 2018
|
PONTIFAX MANAGEMENT 4 G.P. (2015) LTD.
|
|
|
|
|
|
By :
|
|
/s/ Ran Nussbaum
|
|
Name :
|
|
Ran Nussbaum
|
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PONTIFAX (CAYMAN) IV, L.P.
|
|
|
|
|
By:
|
|
/s/ Ran Nussbaum
|
|
Name:
|
|
Ran Nussbaum
|
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PONTIFAX (ISRAEL) IV, L.P.
|
|
|
|
|
|
By:
|
|
/s/ Ran Nussbaum
|
|
Name:
|
|
Ran Nussbaum
|
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PONTIFAX (CHINA) IV L.P.
|
|
|
|
|
|
By:
|
|
/s/ Ran Nussbaum
|
|
Name:
|
|
Ran Nussbaum
|
|
Title:
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PONTIFAX MANAGEMENT III G.P.(2011) LTD.
|
|
|
|
|
|
By :
|
|
/s/ Ran Nussbaum
|
|
Name :
|
|
Ran Nussbaum
|
|
Title :
|
|
Managing Partner
|