Statement of Ownership (sc 13g)
30 June 2017 - 6:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
MIRNA
THERAPEUTICS, INC.
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
60470J103
(CUSIP
Number)
June
19, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[ ] Rule
13d-1(c)
[ ] Rule
13d-1(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 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).
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NAMES
OF REPORTING PERSONS
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|
Opaleye
Management Inc.
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|
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1
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
20-5648796
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|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
|
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(a) [ ]
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2
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(b) [ ]
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SEC
USE ONLY
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|
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3
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
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4
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Massachusetts
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NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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|
SOLE
VOTING POWER
|
|
|
5
|
0
|
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SHARED
VOTING POWER
|
|
|
6
|
1,075,000
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|
SOLE
DISPOSITIVE POWER
|
|
|
7
|
0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
|
1,075,000
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
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1,075,000
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|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11
|
5.15%
(Please see Item 4 below)
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
12
|
CO
|
|
NAMES
OF REPORTING PERSONS
|
1
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Opaleye,
L.P.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[ ]
|
2
|
(b)
[ ]
|
|
SEC
USE ONLY
|
|
|
3
|
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
4
|
Delaware
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NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
|
SOLE
VOTING POWER
|
|
|
5
|
0
|
|
SHARED
VOTING POWER
|
|
|
6
|
1,075,000
|
|
SOLE
DISPOSITIVE POWER
|
|
|
7
|
0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
|
1,075,000
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
|
1,075,000
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11
|
5.15%
(Please see Item 4 below)
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
12
|
PN
|
|
NAMES
OF REPORTING PERSONS
|
1
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James
Silverman
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [ ]
|
2
|
(b) [ ]
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|
SEC
USE ONLY
|
|
|
3
|
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
4
|
United
States
|
NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
|
SOLE
VOTING POWER
|
|
|
5
|
0
|
|
SHARED
VOTING POWER
|
|
|
6
|
1,075,000
|
|
SOLE
DISPOSITIVE POWER
|
|
|
7
|
0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
|
1,075,000
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
|
1,075,000
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11
|
5.15%
(Please see Item 4 below)
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
12
|
IN
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Item
1(a).
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Name
of Issuer:
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The
name of the issuer is Mirna Therapeutics, Inc. (the “
Company
”).
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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The
Company’s principal executive offices are located at 1250 South Capital of Texas Highway, Austin, TX 78746.
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Item
2(a).
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Name
of Person Filing.
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This
statement is filed by the entities and persons listed below, who are collectively referred to herein as “
Reporting
Persons”
with respect to the shares of common stock of the Company:
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Opaleye
Fund
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Opaleye,
L.P. (the “
Opaleye Fund
”), a private fund formed in the state of Delaware.
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Investment
Manager
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Opaleye
Management Inc. (the “
Investment Manager”
), with respect to the shares of common stock held by the Opaleye
Fund, a private fund to which the Investment Manager serves as investment manager.
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Reporting
Individual
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Mr.
James Silverman (the “
Reporting Individual”
), with respect to the shares of common stock held by the Opaleye
Fund. Mr. Silverman is the President of the Investment Manager.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence.
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One
Boston Place, 26
th
Floor
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Boston,
Massachusetts 02108
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Item
2(c).
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Citizenship.
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Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting
Person.
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, $0.001 par value
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Item
2(e).
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CUSIP
Number.
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60470J103
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Item
3. Type of Person
Not
applicable.
Item
4. Ownership.
The
information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for
each Reporting Person is based on 20,856,693 common shares issued and outstanding as of May 2, 2017, as represented in the Company’s
Quarterly Report on Form 10-Q for the period ended March 31, 2017.
The
Investment Manager, which serves as the investment manager to the Opaleye Fund, may be deemed to be the beneficial owner of all
shares of common stock held by the Opaleye Fund. The Reporting Individual, as President of the Investment Manager has the power
to exercise investment discretion on behalf of the Opaleye Fund, and as such, may be deemed to be the beneficial owner of all
shares of common stock held by the Opaleye Fund. The foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of shares of common stock owned by another Reporting Person. Each of the Investment
Manager and the Reporting Individual hereby disclaims any beneficial ownership of any shares of common stock.
Item
5. Ownership of Five Percent or Less of a Class.
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 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. Certifications.
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.
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.
Date:
June 29, 2017
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By:
|
/s/
James Silverman
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James
Silverman
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Opaleye,
L.P.
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Date:
June 29, 2017
|
By:
|
/s/
James Silverman
|
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Name:
|
James
Silverman
|
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Title:
|
Managing
Member of Opaleye
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GP
LLC, the General Partner of
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Opaleye,
L.P.
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Opaleye
Management Inc.
|
|
|
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Date:
June 29, 2017
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
President
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JOINT
FILING AGREEMENT
This
Joint Filing Agreement is entered into by and among Opaleye Management Inc., a Massachusetts corporation, Opaleye, L.P.,
a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”).
Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect
to common stock, $0.001 par value, of Mirna Therapeutics, Inc. beneficially owned by them from time to time. Pursuant to and in
accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to
file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby
further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing
Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as
the Filers may mutually agree.
DATED:
June 29, 2017
|
By:
|
/s/
James Silverman
|
|
|
James
Silverman
|
|
|
|
|
Opaleye,
L.P.
|
|
|
|
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
Managing
Member of
|
|
|
Opaleye
GP LLC, the General Partner
|
|
|
of
Opaleye, L.P.
|
|
|
|
|
Opaleye
Management Inc.
|
|
|
|
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
President
|
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