ABEOW Abeona Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

PLASMATECH BIOPHARMACEUTICALS, INC.

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(Name of Issuer)

 

Common Stock

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(Title of Class of Securities)

 

72754H109

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(CUSIP Number)

 

December 24, 2014

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(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 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 (the “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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Item 1(a). Name of Issuer:

 

PlasmaTech Biopharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

4848 Lemmon Avenue, Suite 517, Dallas, TX 75219

 

Item 2(a). Name of Person(s) Filing:

 

This statement is filed by:

(i)

Oracle Partners, L.P., a Delaware limited partnership (“Partners”), with respect to shares of the Issuer’s common stock, par value $0.01 per share (“Shares”), directly owned by it;

(ii)

Oracle Institutional Partners, L.P., a Delaware limited partnership (“Institutional Partners” and, together with Partners, the “Oracle Partnerships”) with respect to Shares directly owned by it;

(iii)

Oracle Associates, LLC, a Delaware limited liability company (“Oracle Associates”), which serves as the general partner of the Oracle Partnerships, and may be deemed to indirectly own, by virtue of the foregoing relationships, the Shares directly owned by the Oracle Partnerships; and

(iv)

Mr. Larry N. Feinberg (“Mr. Feinberg”), who serves as the managing member of Oracle Associates, and may be deemed to indirectly own, by virtue of the foregoing relationship, the Shares directly owned by the Oracle Partnerships.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of the Reporting Persons is 200 Greenwich Avenue, 3rd Floor, Greenwich, Connecticut 06830.

 

Item 2(c). Citizenship:

 

Mr. Feinberg is a citizen of the United States of America.  Partners, Institutional Partners and Oracle Associates are organized under the laws of the State of Delaware.

 

Item 2(d). Title of Class of Securities:

 

Common Stock, par value $0.01

 

Item 2(e). CUSIP Number:

 

72754H109

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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Item 4. Ownership:

 

The percentage of shares owned is based upon 20,683,248 Shares issued and outstanding as of January 1, 2015, as reported on the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 6, 2015.

 

The beneficial ownership of the Reporting Persons is set forth below.  The Shares reported below represent shares received upon the conversion of preferred stock held by the Reporting Persons, including accrued dividends thereon, on December 24, 2014.

 

This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.

 

A. Larry Feinberg

(a) Amount beneficially owned: 2,686,895

(b) Percent of class: 13.0%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,686,895

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,686,895

 

B. Oracle Partners, L.P.

(a) Amount beneficially owned: 1,779,073

(b) Percent of class: 8.6%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,779,073

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,779,073

 

C. Oracle Institutional Partners, L.P.

(a) Amount beneficially owned: 907,822

(b) Percent of class: 4.4%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 907,822

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 907,822

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D. Oracle Associates, LLC

(a) Amount beneficially owned: 2,686,895

(b) Percent of class: 13.0%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,686,895

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,686,895  

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 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.

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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.

 

Dated:  February 12, 2015

 

 

 

 

 

 

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Exhibit 99.1 

SCHEDULE 13G JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock, par value $0.01 per share, of PlasmaTech Biopharmaceuticals, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated:  February 12, 2015

 

 

 

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