Statement of Ownership (sc 13g)
October 07 2019 - 5:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Misonix,
Inc.
|
(Name
of Issuer)
|
Common
Shares, $0.0001 par value
|
(Title
of Class of Securities)
|
604871103
|
(CUSIP
Number)
|
September
27, 2019
|
(Date
of Event which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting person’s 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.
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).
1
|
Names
of Reporting Persons
|
SVLSF
VI, LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole
Voting Power
|
1,695,969
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
1,695,969
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,695,969
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
11.05%
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
1
|
Names of Reporting Persons
|
SV Life Sciences Fund VI, L.P.
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole Voting Power
|
1,639,826
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
1,639,826
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,639,826
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
10.68%
|
12
|
Type of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
1
|
Names of Reporting Persons
|
SV Life Sciences Fund VI Strategic Partners, L.P.
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole Voting Power
|
56,143
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
56,143
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
56,143
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
0.37%
|
12
|
Type of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
1
|
Names
of Reporting Persons
|
SV
Life Sciences Fund VI (GP), L.P.
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
SEC
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With:
|
5
|
Sole
Voting Power
|
1,695,969
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
1,695,969
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,695,969
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
11.05%
|
12
|
Type
of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
Item
1.
|
(a)
|
Name
of Issuer: Misonix, Inc.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices: 1938 New Highway, Farmingdale, New
York 11735
|
Item
2.
|
(a)
|
Name
of Person Filing: This statement is filed by: (i) SV Life Sciences Fund VI,
L.P. a Delaware limited partnership (“SVLS VI LP”) and SV Life Sciences
Fund VI Strategic Partners, L.P. a Delaware limited partnership (“Strategic
Partners” and together with SVLS VI LP, the “Funds”), each direct owners
of the shares of Common Stock of the Issuer (together, the “Shares”); (ii) SV
Life Sciences Fund VI (GP), L.P., a Delaware limited partnership (“SVLS VI
GP”) and general partner of SVLS VI LP and Strategic Partners; and (iii) SVLSF
VI, LLC, a Delaware limited liability company and general partner of SVLS VI GP. Each
of SVLS VI LP, Strategic Partners, SVLS VI GP and SVLSF VI, LLC are sometimes individually
referred to herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence: The principle place of business
of the Reporting Persons is c/o SV Health Investors, One Boston Place, 201 Washington
Street, Suite 3900, Boston, MA 02108.
|
|
(c)
|
Citizenship:
Each of the Reporting Persons are organized under the laws of the State of Delaware.
|
|
(d)
|
Title
and Class of Securities: Common Shares, $0.0001 par value (the “Shares”)
|
Item
3.
|
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:
|
|
(a)
|
☐
|
Broker or dealer
registered under Section 15 of the Act;
|
|
(b)
|
☐
|
Bank as defined
in Section 3(a)(6) of the Act;
|
|
(c)
|
☐
|
Insurance company
as defined in Section 3(a)(19) of the Act;
|
|
(d)
|
☐
|
Investment company
registered under Section 8 of the Investment Company Act of 1940;
|
|
(e)
|
☐
|
An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
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;
|
|
(j)
|
☐
|
A non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group, in accordance
with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: ____
|
|
(a)
|
Amount
Beneficially Owned:
|
|
SVLS VI LP:
|
1,639,826 (1)
|
|
Strategic Partners:
|
56,143 (1)
|
|
SVLS VI GP:
|
1,695,969 (1)
|
|
SVLSF VI, LLC:
|
1,695,969 (1)
|
SVLS VI LP and Strategic
Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the shares held
by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial
ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.
SVLS
VI GP, the general partner of the Funds, may be deemed to beneficially own the shares held by the Funds. SVLS VI GP disclaims
beneficial ownership of shares held by the Funds except to the extent of any pecuniary interest therein.
SVLSF
VI, LLC, the general partner of SVLS VI GP, may be deemed to beneficially own the shares held by the Funds. SVLSF VI, LLC disclaims
beneficial ownership of shares held by the Funds except to the extent of any pecuniary interest therein.
|
SVLS VI LP:
|
10.68%
|
|
Strategic Partners:
|
0.37%
|
|
SVLS VI GP:
|
11.05%
|
|
SVLSF VI, LLC:
|
11.05%
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
SVLS VI LP:
|
1,639,826 (1)(2)
|
|
Strategic Partners:
|
56,143 (1)(2)
|
|
SVLS VI GP:
|
1,695,969 (1)(3)
|
|
SVLSF VI, LLC:
|
1,695,969 (1)(3)
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
SVLS VI LP:
|
1,639,826 (1)(2)
|
|
Strategic Partners:
|
56,143 (1)(2)
|
|
SVLS VI GP:
|
1,695,969 (1)(3)
|
|
SVLSF VI, LLC:
|
1,695,969 (1)(3)
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
(1)
|
Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC (“Solsys”), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. 199,617 and 6,834 of the Shares issued to SVLS VI LP and Strategic Partners, respectively, are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims.
|
(2)
|
Each of SVLS VI LP and Strategic Partners have sole power to vote and dispose of the Shares they own directly.
|
(3)
|
Each of SVLS VI GP and SVLSF VI, LLC may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13G as owned directly by SVLS VI LP and Strategic Partners.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
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 ☐.
|
Item
6.
|
Ownership
of more than Five Percent on Behalf of Another Person. N/A
|
|
Item
7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person. N/A
|
|
Item
8.
|
Identification
and classification of members of the group. N/A
|
|
Item
9.
|
Notice
of Dissolution of Group. N/A
|
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.
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 7, 2019
|
SVLSF
VI, LLC
|
|
|
|
|
By:
|
/s/
Brent M. Faduski
|
|
Name:
|
Brent M.
Faduski
|
|
Title:
|
Officer
|
|
|
|
|
SV
LIFE SCIENCES FUND VI (GP), L.P.
|
|
By:
SVLSF, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Brent M. Faduski
|
|
Name:
|
Brent M.
Faduski
|
|
Title:
|
Officer
|
|
|
|
|
SV
LIFE SCIENCES FUND VI, L.P.
|
|
By:
SV Life Sciences Fund VI (GP), L.P., its General Partner
|
|
By:
SVLSF, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Brent M. Faduski
|
|
Name:
|
Brent M.
Faduski
|
|
Title:
|
Officer
|
|
|
|
|
SV
LIFE SCIENCES FUND VI STRATEGIC PARTNERS, L.P.
|
|
By:
SV Life Sciences Fund VI (GP), L.P., its General Partner
|
|
By:
SVLSF, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Brent M. Faduski
|
|
Name:
|
Brent M.
Faduski
|
|
Title:
|
Officer
|
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