UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Inhibitex,
Inc.
Common Stock, $0.001 par value
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(Title of Class of Securities)
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45719T103
Fati Sadeghi-Nejad, Esq.
General Counsel
QVT Financial LP
1177 Avenue of the Americas,
9th Floor, New York, NY 10036
(212) 705-8888
copies to: Knute J. Salhus, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
399 Park Avenue, New York, NY 10022
(212)
230-8800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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March 6, 2009
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(Date of Event which Requires Filing of this Statement)
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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-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.
¨
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)
CUSIP No. 45719T103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Financial LP
11-3694008
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
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8. Shared Voting Power
1,198,874 shares of common stock
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
1,198,874 shares of common stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,874 shares of common stock
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
2.76%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 45719T103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Financial GP LLC
11-3694007
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
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8. Shared Voting Power
1,198,874 shares of common stock
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
1,198,874 shares of common stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,874 shares of common stock
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
2.76%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 45719T103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
QVT Associates GP LLC
01-0798253
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. Sole Voting Power
0
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8. Shared Voting Power
1,198,874 shares of common stock
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
1,198,874 shares of common stock
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,874 shares of common stock
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
2.76%
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14.
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Type of Reporting Person (See Instructions)
OO
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This Amendment No. 7 amends and supplements the Amendment No. 6 to the Schedule 13D filed by
QVT Financial LP (QVT Financial), QVT Financial GP LLC and QVT Associates GP LLC on November 21, 2008 (the Schedule 13D), relating to the common stock, $0.001 par value per share (the Common Stock) of
Inhibitex, Inc. (the Issuer) held by QVT Fund LP (the Fund) and Quintessence Fund L.P. (Quintessence). Except as expressly stated herein, there have been no material changes in the information set forth in the
Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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(a) and (b). The information
contained on the cover pages to this Schedule 13D is incorporated herein by reference. QVT Financial is the investment manager for the Fund, which beneficially owns 1,077,354 shares of Common Stock, and for Quintessence, which beneficially owns
121,520 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund and Quintessence. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount
of 1,198,874 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence.
QVT Financial GP LLC, as General Partner of QVT
Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.
QVT Associates GP LLC, as General
Partner of the Fund and Quintessence, may be deemed to be the beneficial owner of an aggregate amount of 1,198,874 shares of Common Stock, consisting of the shares owned by the Fund and Quintessence.
The Covered Persons, as managing members of QVT Financial GP LLC and QVT Associates GP LLC, may be deemed to beneficially own the same number of shares of Common Stock
reported by QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC. Each of the Covered Persons expressly disclaims beneficial ownership of the Common Stock reported herein as beneficially owned by QVT Financial, QVT Financial GP LLC and QVT
Associates GP LLC.
Each of QVT Financial and QVT Financial GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund and
Quintessence. QVT Associates GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund and Quintessence, except to the extent of its pecuniary interest therein.
The percentage disclosed in Item 13 of the Cover Pages for each reporting person is calculated based upon 43,380,570 shares of Common Stock outstanding, which is
the total number of shares outstanding as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008.
(c) The reported share amounts for QVT Financial, QVT Financial GP LLC, and QVT Associates GP LLC reflect amounts as of March 6, 2009. The Fund and Quintessence
effected the following transactions in the Common Stock during the past 60 days:
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The Fund sold 85,371 shares of Common Stock in the open market on March 6, 2009 at a price of $0.26 per share.
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Quintessence sold 9,629 shares of Common Stock in the open market on March 6, 2009 at a price of $0.26 per share.
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The Fund sold 920,746 shares of Common Stock in the open market on March 6, 2009 at a price of $0.24 per share.
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Quintessence sold 103,854 shares of Common Stock in the open market on March 6, 2009 at a price of $0.24 per share.
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(d) Not applicable.
(e) Each of QVT Financial, QVT Financial GP LLC, and
QVT Associates GP LLC ceased to be the beneficial owner of more than five percent of the class of securities on March 6, 2009.
Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1 -
Agreement regarding Joint Filing of Schedule 13D
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.
Dated: March 9, 2009
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QVT FINANCIAL LP
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QVT FINANCIAL GP LLC
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By QVT Financial GP LLC,
its General Partner
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By:
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/s/ Daniel Gold
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By:
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/s/ Daniel Gold
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Name:
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Daniel Gold
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Name:
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Daniel Gold
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Oren Eisner
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT ASSOCIATES GP LLC
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By:
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/s/ Daniel Gold
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Name:
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Daniel Gold
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Title:
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Managing Member
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Exhibit 1
Agreement of Joint Filing
Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned
persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the Statement) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: March 9, 2009
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QVT FINANCIAL LP
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QVT FINANCIAL GP LLC
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By QVT Financial GP LLC,
its General Partner
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By:
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/s/ Daniel Gold
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By:
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/s/ Daniel Gold
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Name:
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Daniel Gold
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Name:
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Daniel Gold
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Title:
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Managing Member
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Title:
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Managing Member
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By:
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/s/ Oren Eisner
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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Title:
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Authorized Signatory
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QVT ASSOCIATES GP LLC
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By:
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/s/ Daniel Gold
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Name:
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Daniel Gold
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Title:
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Managing Member
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By:
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/s/ Oren Eisner
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Name:
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Oren Eisner
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Title:
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Authorized Signatory
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