- Statement of Beneficial Ownership (SC 13D)
September 13 2010 - 11:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(a) AND
AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2(a)
(Amendment No. )
Cypress Bioscience, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
232674507
Peter Kolchinsky
RA Capital Management, LLC
20 Park Plaza, Suite 905
Boston, MA 02116
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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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).
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1
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NAMES OF REPORTING PERSONS.
RA Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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7
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SOLE VOTING POWER
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NUMBER OF
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2,107,392
1
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,107,392
1
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,107,392
1
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.46%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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1
These shares
represent 1,055,200 shares held by RA Capital Healthcare Fund, L.P. (the Fund)
and 1,052,192 shares held by Blackwell Partners, LLC (Blackwell). RA Capital
Management, LLC (Capital) is the general partner of Fund and the investment adviser
of Blackwell. Peter Kolchinsky is the sole manager of Capital.
2
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1
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NAMES OF REPORTING PERSONS.
Peter Kolchinsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,107,392
1
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,107,392
1
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,107,392
1
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.46%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
These
shares represent 1,055,200 shares held by RA Capital Healthcare Fund, L.P. (the Fund)
and 1,052,192 shares held by Blackwell Partners, LLC (Blackwell). RA Capital
Management, LLC (the Capital) is the general partner of Fund and the
investment adviser of Blackwell. Peter Kolchinsky is the sole manager of the Adviser.
3
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1
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NAMES OF REPORTING PERSONS.
RA Capital Healthcare Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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1,055,200
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,055,200
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,055,200
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.73%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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4
Item 1. Security and Issuer
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Name of Issuer: Cypress Bioscience, Inc. (the Issuer)
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Title of Class of Equity Securities: Common Stock, par value $0.001 per share
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Address of Issuers Principal Executive Offices: 4350 Executive Drive, Suite
325, San Diego, California 92121
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Item 2. Identity and Background.
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(a)
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Name:
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This joint statement on Schedule 13D is being filed by Peter Kolchinsky, RA Capital
Management, LLC, and RA Capital Healthcare Fund, L.P., who are collectively referred to herein as
the Reporting Persons. Mr. Kolchinsky (the Manager) is the manager of RA Capital Management,
LLC (Capital), which is the investment adviser and sole general partner of RA Capital Healthcare
Fund, L.P. (Fund) and serves as the investment adviser to a separate discretionary account. The
Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy
of which is filed with this Schedule 13D as
Exhibit 1
(which is incorporated herein by
reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k) under the Act.
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(b)
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Residence or Business Address:
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The address of the principal business office of each of the Reporting Persons is 20
Park Plaza, Suite 905, Boston, MA 02116.
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(c)
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Principal Occupation:
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Peter Kolchinsky, Manager, RA Capital Management, LLC, 20 Park Plaza, Suite 905,
Boston, MA 02116
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(d)
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The Reporting Persons have not, during the last five years, been convicted in a
criminal proceeding.
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(e)
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The Reporting Person have not, during the last five years, been a 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, and if so, identify and
describe such proceedings and summarize the terms of such judgment, decree or final order.
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(f)
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Citizenship or Place of Organization:
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Capital is a Massachusetts limited liability company. The Fund is a Delaware limited
partnership. The Manager is a United States citizen.
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Item 3. Source and Amount of Funds or Other Consideration
The
Reporting Persons expended an aggregate of approximately $7,598,192 to purchase the
2,107,392 shares of the Issuers common stock in the open market. Such transactions were effected
in open market purchases and acquired in the ordinary course of business. The Manager acquired his
interest in the shares of the Issuers common stock through their ownership in Capital and Fund.
The Reporting Persons used its own funds for the purchases, none of which were borrowed or
otherwise obtained from any other source.
5
Item 4. Purpose of Transaction
On September 13, 2010, the Reporting Persons sent to the Board of Directors of the Issuer a
letter (the Letter) proposing that the Issuer take immediate steps to enter into immediate
negotiations with Ramius and any other party for an acquisitions of the Issuer at a price of $4.00
per share or higher. A copy of the Letter is filed as
Exhibit 2
to this Schedule 13D and
is incorporated herein in its entirety by reference.
No assurances can be given that any of the proposals outlined in the Letter will be
implemented or consummated.
Regardless whether or not the Issuer decides to implement any of the proposals set forth in
the Letter, the Reporting Persons from time to time intend to review their investment in the Issuer
on the basis of various factors, including the Issuers business, financial condition, results of
operations and prospects, general economic and industry conditions, the securities markets in
general and those for the Issuers shares of common stock in particular, as well as other
developments and other investment opportunities. Based upon such review, the Reporting Persons will
take such actions in the future as the Reporting Persons may deem appropriate in light of the
circumstances existing from time to time. If the Reporting Persons believe that further investment
in the Issuer is attractive, whether because of the market price of the Issuers Shares or
otherwise, they may acquire shares of common stock or other securities of the Issuer either in the
open market or in privately negotiated transactions. Similarly, depending on market and other
factors, the Reporting Persons may determine to dispose of some or all of the Shares currently
owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open
market or in privately negotiated transactions. In addition, the Reporting Person may in the future
make additional proposals to the Issuer relating to, or that could result in, a change of control
transaction, an extraordinary transaction, or change of the present Board of Directors or
management of the Issuer.
Item 5. Interest in Securities of the Issuer
(a)
Amount beneficially owned and percentage of class:
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RA Capital Management, LLC
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2,107,392 shares of Common Stock, representing 5.46% of the class
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Peter Kolchinsky
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2,107,392 shares of Common Stock, representing 5.46% of the class
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RA Capital Healthcare Fund, L.P.
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1,055,200 shares of Common Stock, representing 2.73% of the class
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(b)
Voting and disposition powers:
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Sole power to vote or direct the vote:
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RA Capital Management, LLC
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2,107,392 shares of Common Stock, representing 5.46% of the class
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Peter Kolchinsky
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0 shares of Common Stock, representing 0% of the class
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RA Capital Healthcare Fund, L.P.
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1,055,200 shares of Common Stock, representing 2.73% of the class
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Shared power to vote or direct the vote:
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RA Capital Management, LLC
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0 shares of Common Stock, representing 0% of the class
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Peter Kolchinsky
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2,107,392 shares of Common Stock, representing 5.46% of the class
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RA Capital Healthcare Fund, L.P.
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0 shares of Common Stock, representing 0% of the class
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Sole power to dispose or direct the disposition:
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RA Capital Management, LLC
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2,107,392 shares of Common Stock, representing 5.46% of the class
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Peter Kolchinsky
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0 shares of Common Stock, representing 0% of the class
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RA Capital Healthcare Fund, L.P.
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2,107,392 shares of Common Stock, representing 2.73% of the class
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Shared power to dispose or direct the disposition:
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RA Capital Management, LLC
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0 shares of Common Stock, representing 0% of the class
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Peter Kolchinsky
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2,107,392 shares of Common Stock, representing 5.46% of the class
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RA Capital Healthcare Fund, L.P.
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0 shares of Common Stock, representing 0% of the class
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6
(c) The Reporting Persons have engaged in the following transactions in the Issuers Common
Stock during the last 60 days:
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Entity
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Transaction
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Trade Date
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Shares
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Price/Share
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RA Capital Healthcare Fund, LP
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Open market purchase
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19-Jul-10
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75,225
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$
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3.3636
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RA Capital Healthcare Fund, LP
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Open market purchase
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19-Jul-10
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50,150
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$
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3.3575
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Blackwell Partners, LLC
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Open market purchase
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19-Jul-10
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74,775
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$
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3.3636
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Blackwell Partners, LLC
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Open market purchase
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19-Jul-10
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49,850
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$
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3.3575
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RA Capital Healthcare Fund, LP
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Open market purchase
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29-Jul-10
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100,300
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$
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3.595
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RA Capital Healthcare Fund, LP
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Open market purchase
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29-Jul-10
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150,450
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$
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3.5983
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Blackwell Partners, LLC
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Open market purchase
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29-Jul-10
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99,700
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$
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3.595
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Blackwell Partners, LLC
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Open market purchase
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29-Jul-10
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149,550
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$
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3.5983
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RA Capital Healthcare Fund, LP
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Open market purchase
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30-Jul-10
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5,015
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$
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3.585
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Blackwell Partners, LLC
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Open market purchase
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30-Jul-10
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4,985
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$
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3.585
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RA Capital Healthcare Fund, LP
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Open market purchase
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4-Aug-10
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25,075
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$
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3.6343
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RA Capital Healthcare Fund, LP
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Open market purchase
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4-Aug-10
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25,076
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$
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3.65
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Blackwell Partners, LLC
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Open market purchase
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4-Aug-10
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24,925
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$
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3.6343
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Blackwell Partners, LLC
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Open market purchase
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4-Aug-10
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24,924
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$
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3.65
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RA Capital Healthcare Fund, LP
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Open market purchase
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5-Aug-10
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12,538
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$
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3.6
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Blackwell Partners, LLC
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Open market purchase
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5-Aug-10
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12,462
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$
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3.6
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RA Capital Healthcare Fund, LP
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Open market purchase
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6-Aug-10
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46,439
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$
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3.55
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Blackwell Partners, LLC
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Open market purchase
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6-Aug-10
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46,161
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$
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3.55
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RA Capital Healthcare Fund, LP
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Open market purchase
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9-Aug-10
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11,234
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$
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3.6735
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Blackwell Partners, LLC
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Open market purchase
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9-Aug-10
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11,166
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$
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3.6735
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RA Capital Healthcare Fund, LP
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Open market purchase
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27-Aug-10
|
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50,000
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$
|
3.48
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RA Capital Healthcare Fund, LP
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Open market purchase
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27-Aug-10
|
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92,500
|
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$
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3.465
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Blackwell Partners, LLC
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Open market purchase
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27-Aug-10
|
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|
92,500
|
|
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$
|
3.465
|
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Blackwell Partners, LLC
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Open market purchase
|
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27-Aug-10
|
|
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50,000
|
|
|
$
|
3.48
|
|
RA Capital Healthcare Fund, LP
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|
Open market purchase
|
|
30-Aug-10
|
|
|
58,115
|
|
|
$
|
3.2485
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
30-Aug-10
|
|
|
58,115
|
|
|
$
|
3.2485
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
31-Aug-10
|
|
|
3,350
|
|
|
$
|
3.1991
|
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Blackwell Partners, LLC
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|
Open market purchase
|
|
31-Aug-10
|
|
|
3,350
|
|
|
$
|
3.1991
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
1-Sep-10
|
|
|
48,981
|
|
|
$
|
3.2709
|
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Blackwell Partners, LLC
|
|
Open market purchase
|
|
1-Sep-10
|
|
|
48,981
|
|
|
$
|
3.2709
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
2-Sep-10
|
|
|
13,802
|
|
|
$
|
3.27
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
2-Sep-10
|
|
|
84,100
|
|
|
$
|
3.3256
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
2-Sep-10
|
|
|
13,798
|
|
|
$
|
3.27
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
2-Sep-10
|
|
|
84,100
|
|
|
$
|
3.3256
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
3-Sep-10
|
|
|
18,750
|
|
|
$
|
3.3329
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
3-Sep-10
|
|
|
18,750
|
|
|
$
|
3.3329
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
7-Sep-10
|
|
|
100,000
|
|
|
$
|
3.3759
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
7-Sep-10
|
|
|
100,000
|
|
|
$
|
3.3759
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
8-Sep-10
|
|
|
83,400
|
|
|
$
|
3.3893
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
8-Sep-10
|
|
|
83,400
|
|
|
$
|
3.3893
|
|
RA Capital Healthcare Fund, LP
|
|
Open market purchase
|
|
9-Sep-10
|
|
|
700
|
|
|
$
|
3.38
|
|
Blackwell Partners, LLC
|
|
Open market purchase
|
|
9-Sep-10
|
|
|
700
|
|
|
$
|
3.842
|
|
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof,
a copy of which is filed with this Schedule 13D as
Exhibit 1
(which is incorporated herein
by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly
in accordance with the provisions of Rule 13d-1(k) under the Act.
7
Any of the Reporting Persons may from time to time acquire or dispose of Issuer securities.
Such acquisitions or dispositions may be made in the open market or in privately negotiated
transactions.
Item 7. Material to Be Filed as Exhibits
|
|
|
|
|
Exhibit 1
|
|
|
|
Joint Filing Agreement, dated September 13, 2010, among RA Capital
Healthcare Fund, L.P., RA Capital Management, LLC and Peter Kolchinsky
|
|
|
|
|
|
Exhibit 2
|
|
|
|
Letter to the Board of Directors of the Issuer, dated September 13, 2010
|
8
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: September 13, 2010
|
|
|
|
|
|
|
|
|
|
|
|
RA CAPITAL HEALTHCARE FUND, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
RA Capital Management, LLC
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Peter Kolchinsky
|
|
|
|
|
Name:
|
|
Peter Kolchinsky
|
|
|
|
|
Title:
|
|
Manager
|
|
|
|
|
|
|
|
|
|
|
|
RA CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
|
|
|
|
|
PETER KOLCHINSKY
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter Kolchinsky
|
|
|
|
|
|
|
|
9
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