Sec Form 13D Filing - Novartis Bioventures Ltd filing for Eledon Pharmaceuticals Inc. (ELDN) - 2019-04-05

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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

* 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 disclosures provided in a prior cover page.

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, as amended (“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)   Based on 9,434,243 shares of Common Stock outstanding as of March 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2019.

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(1)   Based on 9,434,243 shares of Common Stock outstanding as of March 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 28, 2019.

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Item 1.   Security and Issuer.

This Amendment No. 3 (the “Amendment”) to the Schedule 13D amends the Schedule 13D filed by the Reporting Persons (as defined below) with the SEC on October 1, 2014, as previously amended on May 16, 2017 and April 2, 2018 (the “Original Schedule 13D” and, together with the Amendment, the “Schedule 13D”) and relates to the common stock, par value $0.001 per share (the “Common Stock”), of Novus Therapeutics, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 19900 MacArthur Blvd., Suite 550, Irvine, CA 92612.

Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Origi nal Schedule 13D.

Item 2.   Identity and Background.

No changes except as described below.

(a) – (c) and (f) This Schedule 13D is being filed by Novartis Bioventures Ltd. (“NBV”) and Novartis AG (“Novartis”). NBV and Novartis are hereinafter sometimes collectively referred to as the “Reporting Persons.”  The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the Board of Directors of each of the Reporting Persons is set forth on Schedule I hereto and is incorporated herein by reference. The principal business address of both NBV and Novartis is Lichtstrasse 35, CH-4056 Basel, Switzerland.

(d) - (e) Neither the Reporting Persons nor, to the best knowledge of each of them, any of the executive officers and members of the Board of Directors of each of the Reporting Persons set forth on Schedule I hereto during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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.

Item 3.   Source and Amounts of Funds or Other Consideration.

No changes.

Item 4.   Purpose of Transaction.

No changes.

Item 5.   Interest in Securities of the Issuer.

No changes except as described below.

(a)           Based on 9,434,243 shares of Common Stock outstanding as of March 22, 2019, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 28, 2019, the Common Stock held by the Reporting Persons constitutes 4.98% of the outstanding shares of Common Stock of the Issuer.

(b)           With respect to the number of shares of Common Stock as to which each Reporting Person has:

(i)            sole power to vote or to direct the vote with respect to such shares of Common Stock, please see row 7 of the applicable cover sheet to this Amendment for such Reporting Person;

(ii)           shared power to vote or to direct the vote with respect to such shares of Common Stock, please see row 8 of the applicable cover sheet to this Amendment for such Reporting Person;

(iii)          sole power to dispose or direct the disposition of such shares of Common Stock, please see row 9 of the applicable cover sheet to this Amendment for such Reporting Person; and

(iv)          shared power to dispose or to direct the disposition of such shares of Common Stock, please see row 10 of the applicable cover sheet to this Amendment for such Reporting Person.

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(c)           Other than the open market sales referred to below, none of (i) the Reporting Persons or, (ii) to the Reporting Persons’ knowledge, the persons set forth on Schedule I hereto has effected any transaction in the Common Stock during the past 60 days.

On April 4, 2019, the Reporting Persons sold 5,200 shares of Common Stock at a weighted average price of $4.27 per share (price range: $4.20 - $4.39).

On April 3, 2019, the Reporting Persons sold 4,500 shares of Common Stock at a weighted average price of $4.27 per share (price range: $4.16 - $4.36).

On April 2, 2019, the Reporting Persons sold 6,000 shares of Common Stock at a weighted average price of $4.21 per share (price range: $4.15 - $4.35).

On April 1, 2019, the Reporting Persons sold 4,843 shares of Common Stock at a weighted average price of $4.20 per share (price range: $4.15 - $4.20).

On March 29, 2019, the Reporting Persons sold 1,478 shares of Common Stock at a price of $4.15 per share.

On March 28, 2019, the Reporting Persons sold 2,000 shares of Common Stock at a price of $4.05 per share.

On March 27, 2019, the Reporting Persons sold 2,000 shares of Common Stock at a price of $4.05 per share.

On March 26, 2019, the Reporting Persons sold 2,000 shares of Common Stock at a weighted average price of $4.04 per share (price range: $4.00 - $4.15).

On March 25, 2019, the Reporting Persons sold 1,800 shares of Common Stock at a weighted average price of $4.06 per share (price range: $4.05 - $4.14).

The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).

(d)           Not applicable.

(e)           As a result of the transactions described herein, on April 4, 2019, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. The filing of this Amendment represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No changes.

Item 7.   Material to be Filed as Exhibits.

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Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS BIOVENTURES LTD.

Directors and Executive Officers of Novartis AG

The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.

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Directors and Officers of Novartis Bioventures Ltd.

The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Bioventures Ltd. are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis Bioventures Ltd. and (ii) the business address of each director and executive officer of Novartis Bioventures Ltd. is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.

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