UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Aerpio Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

00810B105

(CUSIP Number)

 

Bart Dzikowski

Secretary of the Board

Novartis Bioventures Ltd.

Lichtstrasse 35

CH-4056 Basel, Switzerland

+41 61 324 3714

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

 

March 26, 2019

(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 that 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. o

* 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 disclosures provided in a prior cover page.

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, as amended (“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).

 


 

CUSIP No.   00810B105

 

Schedule 13D

 

 

1.

Names of Reporting Persons
Novartis Bioventures Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,482,904

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,482,904

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,482,904

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.5% (1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)         Based on 40,588,004 shares of Common Stock outstanding as of March 1, 2019, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2019.

 

2


 

CUSIP No.   00810B105

 

Schedule 13D

 

 

1.

Names of Reporting Persons
Novartis AG

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,482,904

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,482,904

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,482,904

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.5% (1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)         Based on 40,588,004 shares of Common Stock outstanding as of March 1, 2019, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 7, 2019.

 

3


 

CUSIP No.   00810B105

 

Schedule 13D

 

Item 1.         Security and Issuer.

 

This Amendment No. 2 (the “Amendment”) to Schedule 13D amends the Schedule 13D filed by the Reporting Persons (as defined below) with the SEC on March 27, 2017, as previously amended on June 28, 2018 (the “Original Schedule 13D” and, together with the Amendment, the “Schedule 13D”) and relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Aerpio Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 9987 Carver Road, Cincinnati, OH 45242.

 

Except as otherwise described herein, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Original Schedule 13D.

 

Item 2.         Identity and Background.

 

No changes except as described below.

 

(a) – (c) and (f) This Schedule 13D is being filed by Novartis Bioventures Ltd. (“NBV”) and Novartis AG (“Novartis”). NBV and Novartis are hereinafter sometimes collectively referred to as the “Reporting Persons.”  The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the Board of Directors of each of the Reporting Persons is set forth on Schedule I hereto and is incorporated herein by reference. The principal business address of both NBV and Novartis is Lichtstrasse 35, CH-4056 Basel, Switzerland.

 

(d) - (e) Neither the Reporting  Persons nor, to the best knowledge of each of them, any of the executive officers and members of the Board of Directors of each of the Reporting Persons set forth on Schedule I hereto during  the last  five  years,  (i) has been  convicted  in a criminal  proceeding  (excluding traffic violations or similar  misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative  body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,  decree or final order enjoining future violations of, or prohibiting or mandating  activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.         Source and Amounts of Funds or Other Consideration.

 

No changes.

 

Item 4.         Purpose of Transaction.

 

The information set forth in Item 5(c) of this Amendment is incorporated herein by reference.

 

All shares of Common Stock reported acquired by the Reporting Persons in this Schedule 13D were acquired for the purpose of investment and were not intended to and have not effected any change in the control of the Issuer.

 

The Reporting Persons from time to time review their investment in the Issuer on the basis of various factors, including the liquidity and diversification objectives of the Reporting Persons, other investment opportunities the Reporting Persons may have, the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s shares of Common Stock in particular, as well as other developments. Based upon such review, the Reporting Persons will take such actions as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. The Reporting Persons have determined to reduce their holdings in the Issuer as part of the Reporting Persons’ liquidity and diversification strategy, particularly in light of the Reporting Persons’ level of holdings in the Issuer. As reported in this Amendment, the Reporting Persons have sold shares of the Common Stock during the past 60 days. Except as described above, none of the Reporting Persons currently has any 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.

 

Item 5.         Interest in Securities of the Issuer.

 

No changes except as described below.

 

4


 

CUSIP No.   00810B105

 

Schedule 13D

 

(a)                                 Based on 40,588,004 shares of Common Stock outstanding as of March 1, 2019, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 7, 2019, the Common Stock held by the Reporting Persons constitutes 13.5% of the outstanding shares of Common Stock of the Issuer.

 

(b)                                 With respect to the number of shares of Common Stock as to which each Reporting Person has:

 

(i)                                     sole power to vote or to direct the vote with respect to such shares of Common Stock, please see row 7 of the applicable cover sheet to this Amendment for such Reporting Person;

 

(ii)                                  shared power to vote or to direct the vote with respect to such shares of Common Stock, please see row 8 of the applicable cover sheet to this Amendment for such Reporting Person;

 

(iii)                               sole power to dispose or direct the disposition of such shares of Common Stock, please see row 9 of the applicable cover sheet to this Amendment for such Reporting Person; and

 

(iv)                              shared power to dispose or to direct the disposition of such shares of Common Stock, please see row 10 of the applicable cover sheet to this Amendment for such Reporting Person.

 

(c)                                  Other than the open market sales referred to below, none of (i) the Reporting Persons or, (ii) to the Reporting Persons’ knowledge, the persons set forth on Schedule I hereto has effected any transaction in the Common Stock during the past 60 days.

 

On March 28, 2019, the Reporting Persons sold 88,835 shares of Common Stock at a weighted average price of $0.94 per share (price range: $0.92 - $1.00)

 

On March 27, 2019, the Reporting Persons sold 50,749 shares of Common Stock at a weighted average price of $0.99 per share (price range: $0.99 - $1.02).

 

On March 26, 2019, the Reporting Persons sold 177,762 shares of Common Stock at a weighted average price of $1.01 per share (price range: $1.00 - $1.06).

 

The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Item 5(c).

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No changes.

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Agreement regarding joint filing of Schedule 13D

 

5


 

CUSIP No.   00810B105

 

Schedule 13D

 

Signature

 

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

 

Date:    March 28th, 2019

NOVARTIS BIOVENTURES LTD.

 

 

 

 

 

 

 

By:

/s/ Bart Dzikowski

 

Name:

Bart Dzikowski

 

Title:

Secretary of the Board

 

 

 

 

 

 

 

By:

/s/ Florian Muellershausen

 

Name:

Florian Muellershausen

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

By:

/s/ Bart Dzikowski

 

Name:

Bart Dzikowski

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Florian Muellershausen

 

Name:

Florian Muellershausen

 

Title:

Authorized Signatory

 

6


 

CUSIP No.   00810B105

 

Schedule 13D

 

SCHEDULE I

 

DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS BIOVENTURES LTD.

 

Directors and Executive Officers of Novartis AG

 

The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.

 

Name

 

Relationship to 
Novartis AG

 

Present Principal Occupation

 

Citizenship

Joerg Reinhardt, Ph.D.

 

Chairman of the Board of Directors

 

Chairman of the Board of Directors

 

German

 

 

 

 

 

 

 

Enrico Vanni, Ph.D.

 

Vice Chairman of the Board of Directors

 

Independent Consultant

 

Swiss

 

 

 

 

 

 

 

Nancy C. Andrews, M.D., Ph.D.

 

Director

 

Dean Emerita of the Duke University School of Medicine and Vice Chancellor Emerita for Academic Affairs at Duke University; Professor of Pediatrics, Pharmacology and Cancer Biology at Duke University

 

American

 

 

 

 

 

 

 

Patrice Bula

 

Director

 

Executive Vice President and Head of Strategic Business Units at Nestlé SA; Chairman of the board at Nespresso SA

 

Swiss

 

 

 

 

 

 

 

Ton Buechner

 

Director

 

Former CEO and Chairman of the executive board of AkzoNobel

 

Dutch

 

 

 

 

 

 

 

Srikant Datar, Ph.D.

 

Director

 

Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University

 

American

 

 

 

 

 

 

 

Elizabeth (Liz) Doherty

 

Director

 

Non-executive director and chairman of the audit committee of Dunelm Group plc; Member of the Supervisory Board and Audit Committee of Corbion NV

 

British

 

 

 

 

 

 

 

Ann Fudge

 

Director

 

Chair of the United States Program Advisory Panel of the Bill & Melinda Gates Foundation; Chair of WGBH Public Media; Director of Northrop Grumman Corporation

 

American

 

7


 

CUSIP No.   00810B105

 

Schedule 13D

 

Name

 

Relationship to 
Novartis AG

 

Present Principal Occupation

 

Citizenship

Franz van Houten

 

Director

 

CEO and Chairman of the Executive Committee and the Board of Management of Royal Philips; Vice-Chairman and Member of the Supervisory Board of Philips Lighting

 

Dutch

 

 

 

 

 

 

 

Andreas von Planta, Ph.D.

 

Director

 

Chairman of HSBC Private Bank (Suisse) SA; Board member of Helvetia Holding AG; Chairman of the Regulatory Board of the SIX Swiss Exchange AG

 

Swiss

 

 

 

 

 

 

 

Charles L. Sawyers, M.D.

 

Director

 

Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences; Investigator at the Howard Hughes Medical Institute

 

American

 

 

 

 

 

 

 

William T. Winters

 

Director

 

CEO and a board member of Standard Chartered

 

British

 

 

 

 

 

 

 

Vasant (Vas) Narasimhan, M.D.

 

Member of the Executive Committee; Chief Executive Officer

 

Member of the Executive Committee, Chief Executive Officer

 

American

 

 

 

 

 

 

 

Steven Baert

 

Member of the Executive Committee; Head of Human Resources

 

Member of the Executive Committee, Head of Human Resources

 

Belgian

 

 

 

 

 

 

 

Susanne Schaffert, Ph.D.

 

Member of the Executive Committee; CEO, Novartis Oncology

 

Member of the Executive Committee; CEO, Novartis Oncology

 

German

 

 

 

 

 

 

 

Bertrand Bodson

 

Member of the Executive Committee; Chief Digital Officer

 

Member of the Executive Committee; Chief Digital Officer

 

Belgian

 

 

 

 

 

 

 

James (Jay) Bradner, M.D.

 

Member of the Executive Committee; President, Novartis Institutes for BioMedical Research

 

Member of the Executive Committee; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA

 

American

 

 

 

 

 

 

 

Klaus Moosemayer, Ph.D.

 

Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer

 

Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer

 

German

 

8


 

CUSIP No.   00810B105

 

Schedule 13D

 

Name

 

Relationship to 
Novartis AG

 

Present Principal Occupation

 

Citizenship

Paul Hudson

 

Member of the Executive Committee; CEO, Novartis Pharmaceuticals

 

Member of the Executive Committee; CEO, Novartis Pharmaceuticals

 

British

 

 

 

 

 

 

 

Harry Kirsch

 

Member of the Executive Committee; Chief Financial Officer

 

Member of the Executive Committee; Chief Financial Officer

 

German

 

 

 

 

 

 

 

Shannon Thyme Klinger

 

Member of the Executive Committee; Group General Counsel

 

Member of the Executive Committee; Group General Counsel

 

American

 

 

 

 

 

 

 

Steffen Lang, Ph.D.

 

Member of the Executive Committee; Global Head of Novartis Technical Operations

 

Member of the Executive Committee; Global Head of Novartis Technical Operations

 

German

 

 

 

 

 

 

 

John Tsai, M.D.

 

Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer

 

Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer

 

American

 

 

 

 

 

 

 

Robert Weltevreden

 

Member of the Executive Committee; Head of Novartis Business Services

 

Member of the Executive Committee; Head of Novartis Business Services

 

Dutch

 

9


 

CUSIP No.   00810B105

 

Schedule 13D

 

Directors and Officers of Novartis Bioventures Ltd.

 

The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Bioventures Ltd. are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis Bioventures Ltd. and (ii) the business address of each director and executive officer of Novartis Bioventures Ltd. is Novartis Campus, Lichtstrasse 35, CH-4056, Basel, Switzerland.

 

Name

 

Relationship to 
Novartis Bioventures 
Ltd.

 

Present Principal Occupation

 

Citizenship

Prof. Dr. Patrick Aebischer

 

Chairman of the Board of Directors

 

President emeritus of the École Polytechnique Fédérale de Lausanne (EPFL); Member of the Board of Directors at Lonza AG, Nestlé S.A. and Logitech International S.A.

 

Swiss

 

 

 

 

 

 

 

Michael Gilman, Ph.D.

 

Director

 

Chief Executive Officer and Chairman of the Board at Arrakis Therapeutics, Inc.

 

American

 

 

 

 

 

 

 

Harry Kirsch

 

Director

 

Member of the Executive Committee of Novartis; Chief Financial Officer at Novartis

 

German

 

 

 

 

 

 

 

Prof. Dr. Christoph Meier

 

Director

 

Chief Medical Officer at the University Hospital Basel; Professor at the Medical Faculty of the University of Geneva

 

Swiss

 

 

 

 

 

 

 

Dr. Raj Parekh

 

Director

 

General Partner at Advent Life Sciences

 

British

 

 

 

 

 

 

 

James (Jay) Bradner, M.D.

 

Director

 

Member of the Executive Committee of Novartis; President, Novartis Institutes for BioMedical Research; 250 Massachusetts Avenue, Cambridge, MA 02139, USA

 

American

 

 

 

 

 

 

 

John Tsai, M.D.

 

Director

 

Member of the Executive Committee of Novartis; Head of Global Drug Development and Chief Medical Officer at Novartis

 

American

 

10


Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities 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 a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock beneficially owned by each of them of Aerpio Pharmaceuticals, Inc.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 28th day of March, 2019.

 

 

NOVARTIS BIOVENTURES LTD.

 

 

 

 

 

 

By:

/s/ Bart Dzikowski

 

Name:

Bart Dzikowski

 

Title:

Secretary of the Board

 

 

 

 

 

 

 

By:

/s/ Florian Muellershausen

 

Name:

Florian Muellershausen

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

By:

/s/ Bart Dzikowski

 

Name:

Bart Dzikowski

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Florian Muellershausen

 

Name:

Florian Muellershausen

 

Title:

Authorized Signatory

 

1