SEC Filing | Eledon Pharmaceuticals, Inc.

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SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Novus Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

67011N105

(CUSIP Number)

May 9, 2017

(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)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	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).


CUSIP No. 67011N105		13G		Page 2 of 12 Pages


1.	Names of Reporting Persons Pontifax (Israel) III 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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 536,759¹
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 536,759¹
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 536,759¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 7.7%
12.	Type of Reporting Person (See Instructions) FI

Consists of 536,759 shares of common stock of the Issuer owned by Pontifax (Israel) III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax (Israel) III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd. All numbers give effect to the 1:9 reverse stock split effected by the Company on May 11, 2017.


CUSIP No. 67011N105		13G		Page 3 of 12 Pages


1.	Names of Reporting Persons Pontifax (Cayman) III 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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 250,589¹
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 250,589¹
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 250,589¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 3.6%
12.	Type of Reporting Person (See Instructions) FI

Consists of 250,589 shares of common stock of the Issuer owned by Pontifax (Cayman) III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax (Cayman) III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd. All numbers give effect to the 1:9 reverse stock split effected by the Company on May 11, 2017.


CUSIP No. 67011N105		13G		Page 4 of 12 Pages


1.	Names of Reporting Persons Pontifax Management Fund III 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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 787,348¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 787,348¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 787,348¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 11.3%
12.	Type of Reporting Person (See Instructions) FI

Consists of 536,759 shares of common stock of the Issuer owned by Pontifax (Israel) III L.P. and 250,589 shares of common stock of the Issuer owned by Pontifax (Cayman) III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax (Israel) III L.P. and Pontifax (Cayman) III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd. All numbers give effect to the 1:9 reverse stock split effected by the Company on May 11, 2017.


CUSIP No. 67011N105		13G		Page 5 of 12 Pages


1.	Names of Reporting Persons Pontifax Management III G.P. (2011) Ltd.
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 787,348¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 787,348¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 787,348¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 11.3%
12.	Type of Reporting Person (See Instructions) FI


CUSIP No. 67011N105		13G		Page 6 of 12 Pages


1.	Names of Reporting Persons Ran Nussbaum
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 Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 787,348¹
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 787,348¹
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 787,348¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 11.3%
12.	Type of Reporting Person (See Instructions) IN


CUSIP No. 67011N105		13G		Page 7 of 12 Pages

Introductory Note: This Schedule 13G is filed on behalf of Pontifax (Israel) III L.P., a limited partnership organized under the laws of the State of Israel, Pontifax (Cayman) III L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax Management Fund III L.P., a limited partnership organized under the laws of the State of Israel, Pontifax Management III G.P. (2011) Ltd., an Israeli company, and Ran Nussbaum, in respect of shares of common stock of Novus Therapeutics, Inc.

Item 1(a).

Name of Issuer:

Novus Therapeutics, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

19900 MacArthur Blvd., Suite 550

Irvine, CA 92612

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of Pontifax (Israel) III L.P., Pontifax (Cayman) III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum.

Each of Pontifax (Israel) III L.P., Pontifax (Cayman) III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.

Item 2(b).

Address of Principal Offices or, if None, Residence:

The addresses of the Reporting Persons are:

Pontifax (Israel) III L.P - 14 Shenkar St. Herzliya, 46140, Israel

Pontifax (Cayman) III L.P. - 14 Shenkar St. Herzliya, 46140, Israel

Pontifax Management Fund III L.P., - 14 Shenkar St. Herzliya, 46140, Israel

Pontifax Management III G.P. (2011) Ltd. - 14 Shenkar St. Herzliya, 46140, Israel

Ran Nussbaum -14 Shenkar St. Herzliya, 46140, Israel

Item 2(c).

Citizenship:

Pontifax (Israel) III L.P. is organized in the State of Israel, Pontifax (Cayman) III L.P. is organized in the Cayman Islands, Pontifax Management Fund III L.P. is organized in the State of Israel, Pontifax Management III G.P. (2011) Ltd. is incorporated in the State of Israel and Ran Nussbaum is a citizen of the State of Israel.

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

67011N105


CUSIP No. 67011N105		13G		Page 8 of 12 Pages

Item 3.

If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

Not applicable.


(a) ☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ☐		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ☐		A savings association 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 (15 U.S.C. 80a-3);

(j) ☐		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a) Amount beneficially owned:

787,348¹

(b) Percent of class:

11.3%

(i) Sole power to vote or direct the vote: 787,249 shares

Consists of 536,759 shares of common stock of Issuer owned by Pontifax (Israel) III L.P. and 250,589 shares of common stock of Issuer owned by Pontifax (Cayman) III L.P. Pontifax Management Fund III L.P. is the general partner of Pontifax (Israel) III L.P. and Pontifax (Cayman) III L.P. Pontifax Management III G.P. (2011) Ltd. is the general partner of Pontifax Management Fund III L.P. Ran Nussbaum is a director of Pontifax Management III G.P. (2011) Ltd. All numbers give effect to the 1:9 reverse stock split effected by the Company on May 11, 2017.


CUSIP No. 67011N105		13G		Page 9 of 12 Pages

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 787,249 shares

(iv) Shared power to dispose or to direct the disposition of: 0

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 had ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

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.


CUSIP No. 67011N105		13G		Page 10 of 12 Pages

SIGNATURES

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.

Date: May 25, 2017


PONTIFAX (ISRAEL) III L.P.

By:		/s/ Pontifax Management Fund III L.P.
Name: Pontifax Management Fund III L.P.
Title: General Partner

PONTIFAX (CAYMAN) III L.P.

By:		/s/ Pontifax Management Fund III L.P.
Name: Pontifax Management Fund III L.P.
Title: General Partner

PONTIFAX MANAGEMENT FUND III L.P

By:		/s/ Pontifax Management Fund III G.P. (2011) L.P.
Name: Pontifax Management Fund III G.P. (2011) L.P.
Title: General Partner

PONTIFAX MANAGEMENT FUND III G.P. (2011) L.P

By:		/s/ Ran Nussbaum
Name: Ran Nussbaum

/s/ Ran Nussbaum
RAN NUSSBAUM

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


CUSIP No. 67011N105		13G		Page 11 of 12 Pages

EXHIBIT INDEX

A.	Joint Filing Agreement, dated as of May 25, 2017, by and among Pontifax (Israel) III L.P., Pontifax (Cayman) III L.P., Pontifax Management Fund III L.P., Pontifax Management III G.P. (2011) Ltd. and Ran Nussbaum

EX-99.1


CUSIP No. 67011N105		13G		Page 1 2 of 12 Pages

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the shares of common stock of $0.001 par value, of Novus Therapeutics, Inc., dated as of May 25, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: May 25, 2017


PONTIFAX (ISRAEL) III L.P.

By:		/s/ Pontifax Management Fund III L.P.
Name: Pontifax Management Fund III L.P.
Title: General Partner

PONTIFAX (CAYMAN) III L.P.

By:		/s/ Pontifax Management Fund III L.P.
Name: Pontifax Management Fund III L.P.
Title: General Partner

PONTIFAX MANAGEMENT FUND III L.P

By:		/s/ Pontifax Management Fund III G.P. (2011) L.P.
Name: Pontifax Management Fund III G.P. (2011) L.P.
Title: General Partner

PONTIFAX MANAGEMENT FUND III G.P. (2011) L.P

By:		/s/ Ran Nussbaum
Name: Ran Nussbaum
Title: Director

/s/ Ran Nussbaum
RAN NUSSBAUM