UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

 

(Name of Issuer)

 

 

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(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 which 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: ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

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 (“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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* This percentage is calculated based upon 25,868,956 shares of common stock outstanding as of November 1, 2019, as reported in the Xenon Pharmaceuticals Inc. Quarterly Report on Form 10-Q (Commission File No. 001-36687) filed with the Securities and Exchange Commission on November 5, 2019 for the quarterly period ended September 30, 2019.

 

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This Schedule 13D relates to the common stock, without par value, of Xenon Pharmaceuticals Inc. (the “Issuer”). The Issuer’s principal executive office is located at 200-3650 Gilmore Way, Burnaby, British Columbia, Canada V5G 4W8.

 

 

 

 

This Schedule 13D relates to the purchase of an aggregate of 1,408,847 shares of common stock of the Issuer (the “Shares”) on December 5, 2019, at a price of $14.196 per share, for an aggregate purchase price of approximately $20.0 million. The Shares were purchased by the Reporting Person with funds from its working capital.

 

 

On December 2, 2019, the Reporting Person entered into a Collaboration and License Agreement (the “Collaboration Agreement”) with the Issuer to identify, research and develop sodium channel inhibitors, including the Issuer’s clinical candidate XEN901 and preclinical candidates XEN393, XPC’535 and XPC’391, which compounds the Reporting Person will have the exclusive right to further develop and commercialize under the terms and conditions set forth in the Collaboration Agreement. Under the terms of the Collaboration Agreement, the Issuer granted to the Reporting Person an exclusive, royalty-bearing, sublicensable license to certain of the Issuer’s intellectual property rights for the research, development and commercialization of (i) XEN901; (ii) XEN393, XPC’535 and XPC’391; and (iii) certain research compounds that bind to and inhibit voltage-gated sodium channels NaV1.2 and NaV1.6 as their primary mechanism of action, on a worldwide basis for the treatment, cure, diagnosis, prediction or prevention of any human disease or disorder, state, condition and/or malady, subject to certain exceptions set forth in the Collaboration Agreement.  Additional information regarding the Collaboration Agreement is set forth in the Issuer’s Current Report on Form 8-K filed on December 2, 2019.

 

In connection with the execution of the Collaboration Agreement, the Reporting Person and the Issuer also entered into a Share Purchase Agreement (the “Share Purchase Agreement”), pursuant to which the Reporting Person purchased the Shares on December 5, 2019.

 

The Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.  

 

 

 

 

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The Reporting Person and the Issuer are parties to the Share Purchase Agreement providing for standstill and lock-up restrictions with respect to the Shares.

The Shares are subject to lock-up restrictions, which, without prior approval of the Issuer, prohibit the Reporting Person from selling the Shares for a period of up to two years after the effective date of the Collaboration Agreement. In addition, the Reporting Person is, subject to certain exceptions, subject to a standstill agreement for a period of two years after the effective date of the Collaboration Agreement. Pursuant to the standstill agreement, the Reporting Person and its affiliates will not (1) acquire, offer to acquire or agree to acquire any of the Issuer’s common shares or securities convertible into common shares, other than common shares issuable to the Reporting Person pursuant to the terms of the Collaboration Agreement; (2) make, or participate in, any solicitation of proxies to vote any voting securities of the Issuer or any of its subsidiaries, or propose to change or control the management or board of directors of the Issuer by use of any public communication to holders of securities intended for such purpose; (3) make a public proposal for a change of control of the Issuer; or (4) knowingly encourage, accept, or support a tender, exchange, or offer proposal by any person, which would result in a change of control of the Issuer. The Share Purchase Agreement contains certain other customary terms and conditions, including mutual representations, warranties and covenants.

 

The foregoing description of the terms of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is filed herewith as Exhibit 7.01, and incorporated herein by reference.

 

Other than as described in this Schedule 13D, to the knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

 

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 EXHIBIT INDEX

 

 

 

 

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SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 11, 2019