CEMP Cempra

SCHEDULE 13D/A

This Amendment No. 2 (the “ Amendment ”) amends the Schedule 13D originally filed with the Securities and Exchange Commission on November 3, 2017 (the “ Original Schedule 13D ”) and the Amendment No. 1 to the Original Schedule 13D filed with the Securities and Exchange Commission on November 29, 2017 (“ Amendment No.  1 ” and, collectively with the Original Schedule 13D, the “ Schedule 13D ”) with respect to the shares of common stock, par value $0.001 per share (the “ Common Stock ”), of Melinta Therapeutics, Inc. (the “ Issuer ”), whose principal executive offices are located at 300 George Street, Suite 301, New Haven, CT 06511. Information given in response to each item should be deemed incorporated by reference in all other items, as applicable. Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Schedule 13D.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety:

The persons identified in (i) through (iv) above are herein referred to as the “Reporting Persons.” Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

The Reporting Persons have entered into a Joint Filing Agreement, dated January 8, 2018, a copy of which is attached as Exhibit 6 hereto, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Act.

Mr. Ferro serves as the Chief Executive Officer, Chief Investment Officer and Managing Member of Vatera Holdings and may be deemed to control the Reporting Persons. Mr. Ferro also serves as a director and non-executive Chairman of the Issuer’s Board of Directors. Other than Mr. Ferro, there are no persons who serve in the capacity of an executive officer, manager or director of the Reporting Persons.

Item 3. Source or Amount of Funds or Other Consideration.

Item 3 is hereby supplemented as follows:

The response to Item 4 is incorporated herein by reference. The source of funds for the acquisitions of the shares of Common Stock by each of Vatera Healthcare and VHPM pursuant to the Equity Commitment Letter was from working capital of Vatera Healthcare and VHPM, respectively.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

On January 5, 2018, the Issuer consummated the transactions contemplated by the Purchase Agreement with MedCo, pursuant to which the Issuer acquired the capital stock of certain subsidiaries of MedCo and certain other assets related to MedCo’s infectious disease business unit.

Pursuant to and in accordance with the terms of the Equity Commitment Letter with the Issuer, on January 5, 2018, concurrent with the closing of the transactions contemplated by the Purchase Agreement, Vatera Healthcare purchased 1,777,778 shares of Common Stock for an aggregate purchase price of $24,000,000, or $13.50 per share, and VHPM, as an assignee of Vatera Healthcare under the Equity Commitment Letter, purchased 222,222 shares of Common Stock for an aggregate purchase price of $3,000,000, or $13.50 per share.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Item 7. Materials to be Filed as Exhibits

Item is hereby supplemented as follows to add Exhibit 6:

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.

Dated January 8, 2018