Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
28 September 2023 - 10:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
EIGER BioPharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
28249U105
(CUSIP
Number)
9/14/2023
(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.
Propel
Bio Management LLC |
| 2. |
Check
the Appropriate Box if a Member of a Group |
| |
|
|
(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
|
| 6. |
Shared
Voting Power
4,823,938 |
| 7. |
Sole
Dispositive Power
|
| 8. |
Shared
Dispositive Power
4,823,938 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,823,938
(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
10.9%
(1)(2) |
| 12. |
Type
of Reporting Person
IA |
| |
|
|
|
| (1) |
The
beneficial ownership of the securities reported herein is described in item 4 of this Schedule 13G Amendment. |
| (2) |
Calculations are based on 44,296,417 common shares outstanding as of August 9, 2023, as disclosed by the Issuer on its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2023. |
| 1. |
Names
of Reporting Persons.
Leen
Kawas |
| 2. |
Check
the Appropriate Box if a Member of a Group |
| |
|
|
(a)
☐
(b)
☐ |
|
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
|
| 6. |
Shared
Voting Power
4,823,938 |
| 7. |
Sole
Dispositive Power
|
| 8. |
Shared
Dispositive Power
4,823,938 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,823,938
(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
10.9%
(1)(2) |
| 12. |
Type
of Reporting Person
IN |
| |
|
|
|
| (1) | The
beneficial ownership of the securities reported herein is described in item 4 of this Schedule
13G Amendment. |
| (2) |
Calculations are based on 44,296,417 common shares outstanding as of August 9, 2023, as disclosed by the Issuer on its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2023. |
| 1. |
Names
of Reporting Persons.
Richard Kayne and Suzanne Kayne Living Trust dtd 01/14/1999 |
| 2. |
Check
the Appropriate Box if a Member of a Group |
| |
|
|
(a)
☐
(b)
☐ |
|
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
California |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
|
| 6. |
Shared
Voting Power
4,823,938 |
| 7. |
Sole
Dispositive Power
|
| 8. |
Shared
Dispositive Power
4,823,938 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,823,938
(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
10.9%
(1)(2) |
| 12. |
Type
of Reporting Person
OO |
| |
|
|
|
| (1) | The
beneficial ownership of the securities reported herein is described in item 4 of this Schedule
13G Amendment. |
| (2) | Calculations
are based on 44,296,417 common shares outstanding as of August 9, 2023, as disclosed by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on August 14, 2023. |
| 1. |
Names
of Reporting Persons.
Richard Kayne |
| 2. |
Check
the Appropriate Box if a Member of a Group |
| |
|
|
(a)
☐
(b)
☐ |
|
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
|
| 6. |
Shared
Voting Power
4,823,938 |
| 7. |
Sole
Dispositive Power
|
| 8. |
Shared
Dispositive Power
4,823,938 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,823,938
(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
10.9%
(1)(2) |
| 12. |
Type
of Reporting Person
IN |
| |
|
|
|
| (1) | The
beneficial ownership of the securities reported herein is described in item 4 of this Schedule
13G Amendment. |
| (2) | Calculations
are based on 44,296,417 common shares outstanding as of August 9, 2023, as disclosed by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on August 14, 2023. |
| 1. |
Names
of Reporting Persons.
Propel Bio Partners LLC |
| 2. |
Check
the Appropriate Box if a Member of a Group |
| |
|
|
(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
|
| 6. |
Shared
Voting Power
4,823,938 |
| 7. |
Sole
Dispositive Power
|
| 8. |
Shared
Dispositive Power
4,823,938 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,823,938
(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| |
|
☐ |
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
10.9%
(1)(2) |
| 12. |
Type
of Reporting Person
OO |
| |
|
|
|
| (1) | The
beneficial ownership of the securities reported herein is described in item 4 of this Schedule
13G Amendment. |
| (2) |
Calculations are based on 44,296,417 common shares outstanding as of August 9, 2023, as disclosed by the Issuer on its Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2023. |
ITEM
1.
| |
(a) |
Name of
Issuer: EIGER BioPharmaceuticals, Inc. |
| |
(b) |
Address
of Issuer’s Principal Executive Offices: |
2155
Park Boulevard
Palo
Alto, CA 94306
ITEM
2.
Propel
Bio Management LLC
| |
(a) |
Name of
Person Filing: Propel Bio Management LLC |
| |
(b) |
Address
of Principal Business Office, or if None, Residence: |
1900
Avenue of the Stars, #1000
Los
Angeles, CA 90067
| |
(c) |
Citizenship:
Delaware |
| |
(d) |
Title
of Class of Securities: Common Stock, $0.001 par value per share |
|
(e) |
CUSIP
Number: 28249U105
Leen
Kawas |
| |
|
|
| |
(a) |
Name of
Person Filing: Leen Kawas |
| |
(b) |
Address
of Principal Business Office, or if None, Residence: |
1900
Avenue of the Stars, #1000
Los
Angeles, CA 90067
| |
(c) |
Citizenship:
United States |
| |
(d) |
Title
of Class of Securities: Common Stock, $0.001 par value per share |
| |
|
|
| |
(e) |
CUSIP
Number: 28249U105 |
Richard
Kayne
|
(a) |
Name of
Person Filing: Richard Kayne |
| |
(b) |
Address
of Principal Business Office, or if None, Residence: |
1900
Avenue of the Stars, #1000
Los
Angeles, CA 90067
| |
(c) |
Citizenship:
United States |
| |
(d) |
Title
of Class of Securities: Common Stock, $0.001 par value per share |
| |
|
|
| |
(e) |
CUSIP
Number: 28249U105 |
Richard
Kayne and Suzanne Kayne Living Trust dtd 01/14/1999
| |
(a) |
Name of
Person Filing: Richard Kayne and Suzanne Kayne Living Trust dtd 01/14/1999 |
| |
(b) |
Address
of Principal Business Office, or if None, Residence: |
C/O
RMZ, LLC
1900
Avenue of the Stars, #1000
Los
Angeles, CA 90067
| |
(c) |
Citizenship:
California |
| |
(d) |
Title
of Class of Securities: Common Stock, $0.001 par value per share |
| |
|
|
| |
(e) |
CUSIP
Number: 28249U105 |
Propel
Bio Partners LLC
| |
(a) |
Name of
Person Filing: Propel Bio Partners LLC |
| |
(b) |
Address
of Principal Business Office, or if None, Residence: |
1900
Avenue of the Stars, #1000
Los
Angeles, CA 90067
| |
(c) |
Citizenship:
California |
| |
(d) |
Title
of Class of Securities: Common Stock, $0.001 par value per share |
| |
|
|
| |
(e) |
CUSIP
Number: 28249U105 |
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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 (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 ss.240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
☐ |
An employee benefit plan
or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
☐ |
A parent holding company
or control person in accordance with ss.240.13d-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 (15 U.S.C. 80a-3); |
| |
|
|
|
| |
(j) |
☐ |
Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J). |
ITEM
4. OWNERSHIP.
Propel
Bio Management LLC
| |
(a) |
Amount beneficially owned:
4,823,938 (1)(2)(5) |
| |
(b) |
Percent of class: 10.9%
(1)(2)(5) |
| |
(c) |
Number of shares as
to which the person has: |
| |
(i) |
Sole power to vote or to
direct the vote: 0 |
| |
(ii) |
Shared power to vote or
to direct the vote: 4,823,938 |
| |
(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
| |
(iv) |
Shared power to dispose
or to direct the disposition of: 4,823,938 |
Leen
Kawas
| |
(a) |
Amount beneficially owned:
4,823,938 (1)(2)(5) |
| |
(b) |
Percent of class: 10.9%
(1)(2)(5) |
| |
(c) |
Number of shares as
to which the person has: |
| |
(i) |
Sole power to vote or to
direct the vote: 0 |
| |
(ii) |
Shared power to vote or
to direct the vote: 4,823,938 |
| |
(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
| |
(iv) |
Shared power to dispose
or to direct the disposition of: 4,823,938 |
Richard
Kayne
| |
(a) |
Amount beneficially owned:
4,823,938 (2)(3)(5) |
| |
(b) |
Percent of class: 10.9%
(2)(3)(5) |
| |
(c) |
Number of shares as
to which the person has: |
| |
(i) |
Sole power to vote or to
direct the vote: 0 |
| |
(ii) |
Shared power to vote or
to direct the vote: 4,823,938 |
| |
(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
| |
(iv) |
Shared power to dispose
or to direct the disposition of: 4,823,938 |
Richard
Kayne and Suzanne Kayne Living Trust dtd 01/14/1999
| |
(a) |
Amount beneficially owned:
4,823,938 (2)(3)(5) |
| |
(b) |
Percent of class: 10.9%
(2)(3)(5) |
| |
(c) |
Number of shares as
to which the person has: |
| |
(i) |
Sole power to vote or to
direct the vote: 0 |
| |
(ii) |
Shared power to vote or
to direct the vote: 4,823,938 |
| |
(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
| |
(iv) |
Shared power to dispose
or to direct the disposition of: 4,823,938 |
Propel
Bio Partners LLC
| |
(a) |
Amount beneficially owned:
4,823,938 (2)(4)(5) |
| |
(b) |
Percent of class: 10.9%
(2)(4)(5) |
| |
(c) |
Number of shares as
to which the person has: |
| |
(i) |
Sole power to vote or to
direct the vote: 0 |
| |
(ii) |
Shared power to vote or
to direct the vote: 4,823,938 |
| |
(iii) |
Sole power to dispose or
to direct the disposition of: 0 |
| |
(iv) |
Shared power to dispose
or to direct the disposition of: 4,823,938 |
FOOTNOTES
| (1) | 4,094,052
Shares are directly owned by a private investment fund and an investment company registered under the Investment Company Act of 1940,
as amended, for which Propel Bio Management LLC (“Propel”) and Ms. Kawas provide discretionary advisory services. Ms. Kawas
is the sole owner of Propel, and possesses voting control and/or the power to direct the disposition of the Shares. Accordingly, for
purposes of Rule 13d-3, Propel and Ms. Kawas may be deemed to beneficially own the Shares. In addition, Ms. Kawas and Propel
may be considered to form part of a group and therefore, beneficial ownership of all Shares held by group members may be deemed to be
attributed to the entire group. In accordance with Rule 13d-4, Propel and Ms. Kawas expressly disclaim beneficial ownership of the Shares. |
| (2) | Calculations
are based on 44,296,417 common shares outstanding as of August 9, 2023, as disclosed by the Issuer on its Form 10-Q filed with the Securities
and Exchange Commission on August 14, 2023. |
| (3) | 729,886
Shares are directly owned by the Richard and Suzanne Kayne Living Trust dtd 01/14/1999, a family trust (the “Family Trust”),
of which Richard Kayne is the sole trustee. Mr. Kayne, as trustee, possesses voting control and/or power to direct the disposition of
the Shares held by the Family Trust. Accordingly, for purposes of Rule 13d-3, Family Trust and Mr. Kayne may be deemed to beneficially
own the Shares. In addition, Mr. Kayne and the Family Trust may be considered to form part of a group and therefore, beneficial
ownership of all Shares held by group members may be deemed to be attributed to the entire group. In accordance with Rule 13d-4, Mr.
Kayne expressly disclaims beneficial ownership of the Shares. |
| (4) | Propel
Bio Partners LLC (“General Partner”) serves as the general partner to a private investment fund managed by Propel. Ms.
Kawas and Mr. Kayne are control persons of the General Partner. For purposes of Rule 13d-3, the General Partner possesses voting control
and/or power to direct the disposition of the Shares held by the private fund. In accordance with Rule 13d-4, Ms. Kawas, Mr. Kayne, and
the General Partner each expressly disclaim beneficial ownership of the Shares. |
| (5) | Ms.
Kawas, Mr. Kayne, the Family Trust, Propel, and the General Partner may be deemed to form a group and therefore, beneficial ownership
of all reported Shares may be attributed to the entire group. In accordance with Rule 13d-4, Ms. Kawas, Mr. Kayne, and the General Partner
each expressly disclaim beneficial ownership of the Shares. |
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.
Reporting
persons are holding 10.90% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct
the receipt of dividends from, or proceeds from the sale of, such securities.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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 such 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.
| |
9/27/23 |
| |
Date |
| |
|
| |
/s/
Leen Kawas |
| |
Signature |
| |
|
| |
Leen
Kawas/Managing Member |
| |
Name/Title |
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and 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 Schedule 13G with respect to the Common Stock of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 27, 2023.
| PROPEL BIO MANAGEMENT LLC |
|
LEEN KAWAS |
| |
|
|
| By: |
/s/ Leen Kawas |
|
By: |
/s/ Leen Kawas |
| |
Name: |
Leen Kawas |
|
|
Name: |
Leen Kawas |
| |
Title: |
Managing Member |
|
|
Title: |
|
| PROPEL BIO PARTNERS LLC |
|
RICHARD KAYNE |
| |
|
|
| By: |
/s/ Leen Kawas |
|
By: |
/s/ Richard Kayne |
| |
Name: |
Leen Kawas |
|
|
Name: |
Richard Kayne |
| |
Title: |
Managing Member |
|
|
Title: |
|
|
RICHARD AND SUZANNE KAYNE LIVING
TRUST DTD 01/14/1999 |
|
| |
|
| By: |
/s/ Richard Kayne |
|
| |
Name: |
Richard Kayne |
|
| |
Title: |
Trustee |
|
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