---

CUSIP No.  67011N105

13D

Page 4 of 14 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Apple Tree Partners II - Annex, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			13,888 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			13,888 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,888 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on September 30, 2014 (the "Original Schedule 13D") relating to the common stock, $0.001 par value (the "Common Stock") of Novus Therapeutics, Inc. (formerly "Tokai Pharmaceuticals, Inc."), a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 to the statement on Schedule 13D filed on January 8, 2018 ("Amendment No. 1") and Amendment No. 2 to the statement on Schedule 13D filed on May 2, 2018 ("Amendment No. 2").  The address of the Issuer's principal executive office is 19900 MacArthur Blvd., Suite 550, Irvine, CA 92612.

Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Original Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2).  Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Original Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2).  This Amendment No. 3 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

As described in more detail in Item 5 below, between May 10, 2018 and May11, 2018 ATP II sold a total of 350,971 shares of Common Stock, ATP II Annex sold a total of 396,492 and Harrison sold a total of 23,632 shares of Common Stock in open market transactions.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, ATP II and the other Reporting Persons may dispose of or acquire additional shares of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer's business or corporate structure;

(g)

Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

CUSIP No.  67011N105

13D

Page 10 of 14 Pages

 

 

 

No changes except as set forth below:

Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(e)     The Reporting Persons ceased to be a beneficial owner of more than five percent of the shares of Common Stock on May 11, 2018.

---

---

---

---