- Statement of Ownership (SC 13G)
October 30 2009 - 11:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Inhibitex, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
45719T103
(CUSIP Number)
October 22, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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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 the disclosures provided in a prior cover page.
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The
information required in 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).
Page 1 of 9 pages
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CUSIP No. 45719T103
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1.
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Names of Reporting
Persons.
QVT Financial LP
I.R.S. Identification Nos. of above persons (entities only).
11-3694008
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
8,203,125
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
8,203,125
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
8,203,125
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
13.33%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 2 of 9 pages
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CUSIP No. 45719T103
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1.
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Names of Reporting
Persons.
QVT Financial GP LLC
I.R.S. Identification Nos. of above persons (entities only).
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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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
8,203,125
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
8,203,125
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
8,203,125
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
13.33%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 9 pages
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CUSIP No. 45719T103
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1.
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Names of Reporting
Persons.
QVT Fund LP
I.R.S. Identification Nos. of above persons (entities only).
98-0415217
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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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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
7,407,422
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
7,407,422
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
7,407,422
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
12.04%
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12.
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Type of Reporting Person (See
Instructions)
PN
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Page 4 of 9 pages
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CUSIP No. 45719T103
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1.
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Names of Reporting
Persons.
QVT Associates GP LLC
I.R.S. Identification Nos. of above persons (entities only).
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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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
8,203,125
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
8,203,125
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
8,203,125
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by
Amount in Row (9)
13.33%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 5 of 9 pages
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Item 1
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(a).
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Name of Issuer
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Inhibitex, Inc. (the Issuer)
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Item 1
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(b).
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Address of Issuers Principal Executive Offices
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The address of the Issuers principal executive offices is:
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9005 Westside Parkway, Alpharetta, Georgia 30009, United States
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Item 2
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(a).
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Name of Person Filing
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Item 2
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(b).
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Address of Principal Business Office or, if none, Residence
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Item 2
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(c).
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Citizenship
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QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Partnership
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QVT Financial GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
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QVT Fund LP
Walkers SPV, Walker House
87 Mary Street
George Town, Grand Cayman, KY1-9002 Cayman Islands
Cayman Islands Limited Partnership
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QVT Associates GP LLC
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
Delaware Limited Liability Company
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Item 2
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(d).
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Title of Class of Securities
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Common Stock, $0.001 par value (the Common Stock).
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Item 2
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(e).
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CUSIP Number
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The CUSIP number of the Common Stock is 45719T103.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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 of 1940 (15 U.S.C.
80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the
type of institution: .
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Page 6 of 9 pages
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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QVT Fund LP (the Fund), beneficially owns 7,407,422 shares of Common Stock. The Fund also holds 3,333,340 four-year term warrants (Warrants),
which, subject to certain conditions, entitle the Fund to purchase shares of Common Stock. Quintessence Fund L.P. (Quintessence) beneficially owns 795,703 shares of Common Stock and 358,066 Warrants. The Warrants contain an issuance
limitation prohibiting the holder of such Warrants from exercising the Warrants to the extent that such exercise would result in beneficial ownership by such holder and certain related parties of more than 9.99% of the Common Stock then issued and
outstanding.
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QVT Financial LP (QVT Financial) is the investment manager for the Fund and Quintessence. Due to the issuance limitation described above, the Fund may be
deemed to beneficially own 7,407,422 shares of Common Stock and Quintessence may be deemed to beneficially own 795,703 shares of Common Stock. Accordingly, taking into account the issuance limitation, QVT Financial may be deemed to be the beneficial
owner of an aggregate amount of 8,203,125 shares of Common Stock, consisting of the shares of Common Stock owned by the Fund and Quintessence. The remaining shares of Common Stock underlying the Warrants held by the Fund and Quintessence may not be
issued unless the Fund and Quintessence provide notice to the Issuer 61 days prior to the exercise of the Warrants that this limitation will not apply.
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The aggregate number of shares of Common Stock of which the Fund would be deemed to be the beneficial owner if the Fund had the right to presently exercise all of its
Warrants in full is 10,740,762. The aggregate number of shares of Common Stock of which Quintessence would be deemed to be the beneficial owner if Quintessence had the right to presently exercise all of its Warrants in full is 1,153,769. The
aggregate number of shares of Common Stock of which QVT Financial would be deemed to be the beneficial owner if the Fund and Quintessence had the right to presently exercise all of the Warrants is 11,894,531.
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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 beneficially own the aggregate number of shares of Common Stock owned by the Fund and Quintessence, and accordingly, QVT Associates GP LLC may be deemed to be the
beneficial owner of an aggregate amount of 8,203,125 shares of Common Stock.
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Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Fund and Quintessence. QVT
Associates GP LLC disclaims beneficial ownership of all shares of Common Stock owned by the Fund and Quintessence, except to the extent of its pecuniary interest therein.
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The reported share amounts reflect amounts beneficially owned by the reporting persons as of the date hereof.
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The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon the sum of (i) 43,547,136 shares of Common Stock
outstanding, which is the total number of shares issued and outstanding as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and (ii) 17,968,747, which is the total number of shares issued by the Issuer
in a private placement on October 22, 2009, as reported in the Issuers Form 8-K, filed on October 28, 2009.
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(b)
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Percent of class:
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See Item 11 of the Cover Pages to this Schedule 13G.
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(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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0
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(ii)
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Shared power to vote or to direct the vote
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See item (a) above.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See item (a) above.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following.....
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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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.
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Page 7 of 9 pages
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: October 29, 2009
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QVT FINANCIAL LP
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QVT FUND LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/
S
/ T
RACY
F
U
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By:
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/
S
/ T
RACY
F
U
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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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
/ O
REN
E
ISNER
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By:
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/
S
/ O
REN
E
ISNER
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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 FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/
S
/ T
RACY
F
U
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By:
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S
/ T
RACY
F
U
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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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
/ O
REN
E
ISNER
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By:
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S
/ O
REN
E
ISNER
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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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Page 8 of 9 pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G filed
herewith (and any amendments thereto) signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: October 29, 2009
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QVT FINANCIAL LP
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QVT FUND LP
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By QVT Financial GP LLC,
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By QVT Associates GP LLC,
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its General Partner
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its General Partner
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By:
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/
S
/ T
RACY
F
U
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By:
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/
S
/ T
RACY
F
U
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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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
/ O
REN
E
ISNER
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By:
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/
S
/ O
REN
E
ISNER
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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 FINANCIAL GP LLC
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QVT ASSOCIATES GP LLC
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By:
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/
S
/ T
RACY
F
U
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By:
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/
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/ T
RACY
F
U
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Name:
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Tracy Fu
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Name:
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Tracy Fu
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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
/ O
REN
E
ISNER
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By:
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/ O
REN
E
ISNER
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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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Page 9 of 9 pages
Inhibitex, Inc. (MM) (NASDAQ:INHX)
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From Jun 2024 to Jul 2024
Inhibitex, Inc. (MM) (NASDAQ:INHX)
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From Jul 2023 to Jul 2024