SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
Capnia, Inc.
|
|
(Name of Issuer)
|
|
Common stock, par value S0.001 per share
|
|
(Title of Class of Securities)
|
|
14066L204
|
|
(CUSIP Number)
|
|
November 13 2014
|
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
oRule 13d-l(b)
oRule 13d-l(c)
x Rule 13d-I(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 infonnation wh ich 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).
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Bioasia Management, LLC
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
56,744
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
56,744
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
56,744
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
0.8%
|
|
12
|
Type of Reporting Person (See Instructions)
OO
|
Page 2 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Biotechnology Development Fund II, LP
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
56,744
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
56,744
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
56,744
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
0.8%
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
Page 3 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
BioAsia Investments IV, LLC
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
402,108
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
402,108
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
402,108
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
5.9%
|
|
12
|
Type of Reporting Person (See Instructions)
OO
|
Page 4 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Biotechnology Development Fund lV, LP
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
167,742
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
167,742
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
167,742
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
2.5%
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
Page 5 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Biotechnology Development Fund IV Affiliates, LP
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
3,093
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
3,093
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,093
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
.1%
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
Page 6 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
BDF IV Annex Fund, LP
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
231,273
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
231,273
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
231,273
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
3.4%
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
Page 7 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Vivo Ventures V, LLC
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
5,255,920
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
5,255,920
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,255,920
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
58.9%
|
|
12
|
Type of Reporting Person (See Instructions)
OO
|
Page 8 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Vivo Ventures Fund V, LP
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
5,194,958
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
5,194,958
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,194,958
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
58%
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
Page 9 of 15
SCHEDULE 13G
|
CUSIP No.14006L204
|
|
1
|
Names of Reporting Persons
Vivo Ventures V Affiliates Fund, LP
|
|
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) o
(b) o
|
|
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
60,962
|
|
|
7
|
Sole Dispositive Power
|
|
|
8
|
Shared Dispositive Power
60,962
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,962
|
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
|
11
|
Percent of class represented by amount in row (9)
0.9%
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
Page 10 of 15
Item 1.
|
(a)
|
Name of Issuer: Capnia, Inc.
|
|
(b)
|
Address of Issuer's Principal Executive Offices:
3 Twin Dolphin Drive # 160
|
Redwood City, CA 94065
Item 2.
|
(a)
|
Name of Person Filing:
|
The names of the reporting persons are:
BioAsia Management, LLC
Biotechnology Development Fund II ,LP
BioAsia Investments IV, LLC
Biotechnology Development Fund IV, LP
Biotechnology Development Fund IV Affiliates, LP
BDF IV Annex Fund, LP
Vivo Ventures V, LLC
Vivo Ventures Fund V, LP
Vivo Ventures V Affiliates Fund, LP
|
(b)
|
Address of Principal Business Office or, if None, Residence:
575 High Street, Suite 20 I
|
Palo Alto, CA 94301
|
(c)
|
Citizenship:
|
Delaware
|
(d)
|
Title and Class of Securities:
|
Common stock, par value $0.00I per share
|
(e)
|
CUSIP No.: l4006L204
|
|
Item 3.
|
If this statement is filed pursuant to §§ 240.lJd-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
o |
Broker or dealer registered under Section 15 of the Act;
|
|
(b)
|
o |
Bank as defined in Section 3(aX6) of the Act;
|
|
(c)
|
o |
Insurance company as defined in Section 3(aXI 9) of the Act;
|
|
(d)
|
o |
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
(e)
|
o |
An investment adviser in accordance with Rule 13d-l(b)( I XiiXE);
|
|
(f)
|
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-l(b)( l )(ii)(F);
|
Page 11 of 15
|
(g)
|
o |
A parent holding company or control person in accordance with Rule 13d-l(b)( l)(ii)(G);
|
|
(h)
|
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 u.s.c. 1813);
|
|
(i)
|
o |
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;
|
|
(j)
|
o |
A non-U.S.institution in accordance with Rule 240.13d-l (b)(l )(ii)(J );
|
|
(k)
|
o |
Group, in accordance with Rule 240.13d-l (b)(l )(ii)(K). If filing as a non-U .S. institution in accodance with Rule 240.13d-l (b)( l)(ii)(J), please specify the type of institution:
|
Item 4. Ownership
|
(a)
|
Amount Beneficially Owned:
|
BioAsia Management LLC, as the general partner of Biotechnology Development Fund II, L.P., may be deemed to beneficially own 56,744 shares of Common Stock of the Issuer, representing approximately 0.8% of the shares of Common Stock of the Issuer outstanding as of December 31, 2014 (the "Outstanding Shares").
BioAsia Investments IV LLC, as the general partner of each of Biotechnology Development Fund IV, L.P., Biotechnology Development Fund IV Affiliates, L.P., and BDF IV Annex Fund, L.P., may be deemed to beneficially own 402,108 shares of Stock of the Issuer, representing approximately 5.9% of the Outstanding Shares as of December 31, 2014. The amount consists of 396,884 shares of common stock and 5,244 shares of common stock receivable upon conversion of 2012 warrant stock. As of December 31, 2014, Biotechnology Development Fund IV, L.P. held 167,742 shares of stock of the Issuer, representing approximately 2.5% of the Outstanding shares, Biotechnology Development Fund IV Affiliates, L.P. held 3,093 shares of stock of the Issuer, representing approximately 0.1% of the Outstanding Shares, and BDF IV Annex Fund, L.P. held 231,273 shares of stock of the Issuer, representing approximately 3.4% of the Outstanding Shares.
Vivo Ventures Fund V, LLC, as the general partner of each of Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P., may be deemed to beneficially own 5,255,920 shares of Stock of the Issuer, representing approximately 58.<JO/o of the Outstanding Shares as of December 31, 2014. The amount consists of 3,042,318 shares of common stock, 325,887 shares of common stock receivable upon conversion of 2012 warrant stock, 943,858 shares of common stock receivable upon conversion of warrant A stock, and 943,858 shares of common stock receivable upon conversion of warrant B stock. As of December 31, 2014, Vivo Ventures Fund V, L.P. held 5, 194,958 shares of stock of the Issuer, representing approximately 58% of the Outstanding Shares, and Vivo Ventures V Affiliates Fund, L.P. held 60,962 shares of stock of the Issuer, representing approximately 0.9% of the Outstanding Shares.
Each of Biotechnology Development Fund II, L.P., Biotechnology Development Fund IV, L.P., Biotechnology Development Fund IV Affiliates, L.P., BDF lV Annex Fund, L.P., Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P. is referred to herein as a "Fund" and each of BioAsia Management LLC, BioAsia Investments IV LLC, and Vivo Ventures Fund V, LLC is referred to herein as a "General Partner." Each of the Funds disclaims beneficial ownership of the shares of Common Stock owned by any other Fund. Each of the General Partners disclaims beneficial ownership of the shares of Common Stock owned by any Fund for which it is not a General Partner and any shares of Common Stock beneficially owned by the other General Partners.
Page 12 of 15
|
(b)
|
Percent of Class:
|
See Item 11 of each cover page, which is based on Item 9 of the respective cover page. See also Item 4(a) above.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Item 5 of each cover page.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Item 6 of each cover page.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Item 7 of each cover page.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Item 8 of each cover page.
|
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 o.
Not applicable.
|
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.
|
Certifications.
|
Not applicable.
Page 13 of 15
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: 2/10/15
BioAsia Management, LLC
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member
Biotechnology Development Fund II, L.P.
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member of BioAsia Management, LLC; General Partner of Biotechnology Development Fund II, L.P.
BioAsia Investments IV LLC
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member
Biotechnology Development Fund IV, L.P.
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member of BioAsia Investments IV, LLC; General Partner of Biotechnology Development Fund IV, L.P.
Biotechnology Development Fund IV Affiliates, L.P.
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member of BioAsia Investments IV, LLC; General Partner of Biotechnology Development Fund IV Affiliates, L.P.
BDF IV Annex Fund, L.P.
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member of BioAsia Investments IV, LLC; General Partner of BDF IV Annex Fund, L.P.
Vivo Ventures Fund V, LLC
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member
Vivo Ventures Fund V, L.P.
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member of Vivo Ventures Fund V, LLC; General Partner of Vivo Ventures Fund V, L.P.
Page 14 of 15
Vivo Ventures V Affiliates Fund, L.P.
By: /s/ Frank Kung
Name: Frank Kung
Title: Managing Member of Vivo Ventures Fund V, LLC; General Partner of Vivo Ventures V Affiliates Fund, L.P.
Page 15 of 15
EXHIBIT 99.l
JOINT FILING AGREEMENT
In accordance with Rule I 6a-3G) and Rule I 3d-I(k)( I ) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Schedules 13D and 130 (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Capnia, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Forms Schedules 130 and 130 and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 11, 2015.
|
BioAsia Management, LLC
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member
|
|
|
Biotechnology Development Fund II, L.P.
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member of BioAsia
Management, LLC; General Partner of
Biotechnology Development Fund II, L.P.
|
|
|
BioAsia Investments IV LLC
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member
|
|
|
Biotechnology Development Fund IV, L.P.
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member of BioAsia
Investments IV, LLC; General Partner of
Biotechnology Development Fund IV, L.P.
|
|
|
Biotechnology Development Fund IV Affiliates, L.P.
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member of BioAsia
Investments IV, LLC; General Partner of
Biotechnology Development Fund IV Affiliates, L.P.
|
|
BDF IV Annex Fund, L.P.
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member of BioAsia
Investments IV, LLC; General Partner of BDF
IV Annex Fund, L.P.
|
|
|
Vivo Ventures Fund V, LLC
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member
|
|
|
Vivo Ventures Fund V, L.P.
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member of Vivo Ventures Fund
V, LLC; General Partner of Vivo Ventures Fund
V, L.P.
|
|
|
|
|
|
Vivo Ventures V Affiliates Fund, L.P.
|
|
|
By: /s/ Frank Kung
|
|
|
Name: Frank Kung
|
|
|
Title: Managing Member of Vivo Ventures Fund
V, LLC; General Partner of Vivo Ventures V
Affiliates Fund, L.P.
|