UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Novus Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

67011N 105

(CUSIP Number)

Michael Jones

General Counsel

Novartis Bioventures Ltd.

131 Front Street

Hamilton HM12, Bermuda

+1 441 298 1602

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 9, 2017

(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. ☐

 

*	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).

 

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CUSIP No. 67011N 105		Schedule 13D

 

(1)		Names of reporting persons   Novartis Bioventures Ltd.
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds (see instructions)   WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization   Bermuda
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0
				(8)		Shared voting power   499,273
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   499,273
(11)		Aggregate amount beneficially owned by each reporting person   499,273
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)		Percent of class represented by amount in Row (11)   7.1%(1)
(14)		Type of reporting person (see instructions)   CO

 

(1)	Based on approximately 7 million shares of Common Stock outstanding as of May 11, 2017, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2017.

 

Page 2 of 9 Pages

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CUSIP No. 67011N 105		Schedule 13D

 

(1)		Names of reporting persons   Novartis AG
(2)		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds (see instructions)   WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization   Switzerland
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0
				(8)		Shared voting power   499,273
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   499,273
(11)		Aggregate amount beneficially owned by each reporting person   499,273
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)		Percent of class represented by amount in Row (11)   7.1%(1)
(14)		Type of reporting person (see instructions)   CO

 

(1)	Based on approximately 7 million shares of Common Stock outstanding as of May 11, 2017, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on May 15, 2017.

 

Page 3 of 9 Pages

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CUSIP No. 67011N 105		Schedule 13D

 

Item 1.

Security and Issuer.

This Amendment No. 1 (the “Amendment”) to the statement on Schedule 13D amends the Schedule 13D filed with the SEC on October 1, 2014 (the “Original 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.

On May 9, 2017 (the “Closing Date”), the Issuer acquired all of the ordinary and preferred shares of Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic”) in exchange for the issuance of certain number of shares of its Common Stock as determined pursuant to the Share Purchase Agreement between the Issuer and Otic (the “Otic Transaction”). In connection with the Otic Transaction, the Issuer effected a name change to “Novus Therapeutics, Inc.” and a 9-for-1 reverse stock-split on its Common Stock (the “Reverse Stock Split”).

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 Original Schedule 13D.

 

Item 2.

Identity and Background.

No changes except as described below.

(a) – (c) and (f) 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.

(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 except as described below.

On or about the Closing Date of the Otic Transaction, the Issuer filed amendments to its restated certificate of incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and name change. As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Issuer’s Common Stock immediately prior to the Reverse Stock Split were reduced into a smaller number of shares, such that every 9 shares of the Issuer’s Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Company’s Common Stock. As a result of the shares of Common Stock issued in the Otic Transaction, the Reporting Persons’ percentage ownership in the Issuer’s shares of Common Stock decreased as described in this Amendment.

On July 15, 2015, the Reporting Persons sold 3,566 shares of Common Stock at a weighted average price of $14.258 per share.

On July 14, 2015, the Reporting Persons sold 27,861 shares of Common Stock at a weighted average price of $14.41 per share.

On July 13, 2015, the Reporting Persons sold 20,611 shares of Common Stock at a weighted average price of $14.202 per share.

 

Page 4 of 9 Pages

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CUSIP No. 67011N 105		Schedule 13D

On June 16, 2015, the Reporting Persons sold 1,120 shares of Common Stock at a price of $14.27 per share.

On June 15, 2015, the Reporting Persons sold 14,777 shares of Common Stock at a price of $14.20 per share.

On June 12, 2015, the Reporting Persons sold 5,919 shares of Common Stock at a price of $14.20 per share.

On June 11, 2015, the Reporting Persons sold 27,875 shares of Common Stock at a price of $14.20 per share.

On March 19, 2015, the Reporting Persons sold 46,141 shares of Common Stock at a weighted average price of $14.50 per share.

On March 18, 2015, the Reporting Persons sold 3,000 shares of Common Stock at a price of $14.50 per share.

 

Item 5.

Interest in Securities of the Issuer.

No changes except as described below.

(a) Based on approximately 7 million shares of Common Stock outstanding as of May 11, 2017, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on May 15, 2017, the Common Stock held by the Reporting Persons constitutes 7.1% 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.

(c) Except as described above, during the past 60 days, there were no transactions in shares of Common Stock, or any securities directly or indirectly convertible into or exchangeable for shares of Common Stock, by either Reporting Person.

(d) Not applicable.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

No changes.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit Number		Description
99.1		Agreement regarding joint filing of Schedule 13D

 

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CUSIP No. 67011N 105		Schedule 13D

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.

Date: May 16, 2017

 

 

Page 6 of 9 Pages

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CUSIP No. 67011N 105		Schedule 13D

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.

 

Name		Relationship to Novartis AG		Present Principal Occupation		Citizenship
Joerg Reinhardt, Ph.D.		Chairman of the Board of Directors		Chairman of the Board of Directors		German
Enrico Vanni, Ph.D.		Vice Chairman of the Board of Directors		Independent Consultant		Swiss
Nancy C. Andrews, M.D., Ph.D.		Director		Dean of the Duke University School of Medicine and Vice Chancellor for Academic Affairs at Duke University		American
Dimitri Azar, M.D., MBA		Director		Dean of the College of Medicine and Professor of Ophthalmology, Bioengineering and Pharmacology at the University of Illinois		American
Ton Buechner		Director		CEO and Chairman of the executive board of AkzoNobel		Dutch
Srikant Datar, Ph.D.		Director		Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University		American
Elizabeth (Liz) Doherty		Director		Non-executive director and chairman of the audit committee of Dunelm Group plc; Member of the supervisory board and audit committee of Corbion NV		British
Ann Fudge		Director		Vice Chairman and Senior Independent Director of Unilever NV; Director of Northrop Grumman Corporation		American
Franz van Houten		Director		CEO and Chairman of the Executive Committee and the Board of Management of Royal Philips; Vice-Chairman and Member of the Supervisory Board of Philips Lighting		Dutch

 

Page 7 of 9 Pages

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CUSIP No. 67011N 105		Schedule 13D

 

Name		Relationship to Novartis AG		Present Principal Occupation		Citizenship
Pierre Landolt, Ph.D.		Director		Chairman of the Sandoz Family Foundation		Swiss
Andreas von Planta, Ph.D.		Director		Board member of Helvetia Holding AG; Partner at Lenz & Staehelin		Swiss
Charles L. Sawyers, M.D.		Director		Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences; Investigator at the Howard Hughes Medical Institute		American
William T. Winters		Director		CEO and a board member of Standard Chartered		British
Joseph Jimenez		Member of the Executive Committee; Chief Executive Officer		Member of the Executive Committee, Chief Executive Officer		American
Steven Baert		Member of the Executive Committee; Head of Human Resources		Member of the Executive Committee, Head of Human Resources		Belgian
Felix R. Ehrat, Ph.D.		Member of the Executive Committee; Group General Counsel		Member of the Executive Committee; Group General Counsel		Swiss
Paul Hudson		Member of the Executive Committee; CEO, Novartis Pharmaceuticals		Member of the Executive Committee; CEO, Novartis Pharmaceuticals		British
James (Jay) Bradner, M.D.		Member of the Executive Committee; President, Novartis Institutes for BioMedical Research		Member of the Executive Committee; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA		American
Richard Francis		Member of the Executive Committee; CEO, Sandoz		Member of the Executive Committee; CEO, Sandoz		British
F. Michael (Mike) Ball		Member of the Executive Committee; CEO, Alcon		Member of the Executive Committee; CEO, Alcon; 6201 South Freeway Fort Worth, TX 76134, USA		American
Harry Kirsch		Member of the Executive Committee; Chief Financial Officer		Member of the Executive Committee; Chief Financial Officer		German

 

Page 8 of 9 Pages

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CUSIP No. 67011N 105		Schedule 13D

 

Name		Relationship to Novartis AG		Present Principal Occupation		Citizenship
André Wyss		Member of the Executive Committee; President, Novartis Operations and Country President for Switzerland		Member of the Executive Committee; President, Novartis Operations and Country President for Switzerland		Swiss
Vasant (Vas) Narasimhan, M.D.		Member of the Executive Committee; Global Head Drug Development and Chief Medical Officer		Member of the Executive Committee; Global Head Drug Development and Chief Medical Officer		American
Bruno Strigini		Member of the Executive Committee; CEO, Novartis Oncology		Member of the Executive Committee; CEO, Novartis Oncology		French

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 131 Front Street, Hamilton HM12, Bermuda.

 

Name		Relationship to Novartis Bioventures Ltd.		Present Principal Occupation		Citizenship
Henri Simon Zivi		Chairman of the Board of Directors		General Manager of Novartis International Pharmaceutical Ltd.		Swiss
Michael Jones		Director		General Counsel of Novartis International Pharmaceutical Ltd.		British
Sarah Demerling		Director		Business executive		British

 

Page 9 of 9 Pages

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock beneficially owned by each of them of Tokai Pharmaceuticals, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 16^th day of May, 2017.