UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

STRONGBRIDGE BIOPHARMA PLC

 

(Name of Issuer)

 

Ordinary Shares

 

(Title of Class of Securities)

 

G85347105

 

(CUSIP Number)

 

June 12, 2018

 

(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)

     
  [X] 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).

 

 

 

 
 

 

CUSIP No. G85347105 13G Page 2 of 8 Pages

 

    NAMES OF REPORTING PERSONS
     Opaleye Management Inc.
   
1

   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     20-5648796
   
     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    Massachusetts

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
     SOLE VOTING POWER
   
5    0
     SHARED VOTING POWER
   
6    2,310,000*
     SOLE DISPOSITIVE POWER
   
7    0
     SHARED DISPOSITIVE POWER
   
8    2,310,000*

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9    2,310,000*
     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10    [  ]
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11    5.01% **
     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12    CO

 

* Includes 570,000 ordinary shares issuable upon exercise of warrants.

** Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.

 

 
 

 

CUSIP No. G85347105 13G Page 3 of 8 Pages

 

     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

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
     SOLE VOTING POWER
   
5    0
     SHARED VOTING POWER
   
6    2,310,000*
     SOLE DISPOSITIVE POWER
   
7    0
     SHARED DISPOSITIVE POWER
   
8    2,310,000*

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9    2,310,000*
     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10    [  ]
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11    5.01% **
     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12    PN

 

* Includes 570,000 ordinary shares issuable upon exercise of warrants.

** Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.

 

 
 

 

CUSIP No. G85347105 13G Page 4 of 8 Pages

 

     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) [  ]
     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    2,310,000*
     SOLE DISPOSITIVE POWER
   
7    0
     SHARED DISPOSITIVE POWER
   
8    2,310,000*

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9    2,310,000*
     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10    [  ]
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11    5.01% **
     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12    IN

 

* Includes 570,000 ordinary shares issuable upon exercise of warrants.

** Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.

 

 
 

 

CUSIP No. G85347105 13G Page 5 of 8 Pages

 

Item 1(a).   Name of Issuer:
     
    The name of the issuer is Strongbridge Biopharma plc (the “Company”).
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    The Company’s principal executive offices are located at 900 Northbrook Drive, Suite 200, Trevose, PA 19053.
     
Item 2(a).   Name of Person Filing.
     
    This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons” with respect to the ordinary shares of the Company:
     
    Opaleye Fund
     
    Opaleye, L.P. (the “Opaleye Fund”), a private fund formed in the state of Delaware.
     
    Investment Manager
     
    Opaleye Management Inc. (the “Investment Manager”), with respect to the ordinary shares held by the Opaleye Fund, a private fund to which the Investment Manager serves as investment manager.
     
    Reporting Individual
     
    Mr. James Silverman (the “Reporting Individual”), with respect to the ordinary shares held by the Opaleye Fund. Mr. Silverman is the President of the Investment Manager.
     
Item 2(b).   Address of Principal Business Office or, if None, Residence.
     
    One Boston Place, 26th Floor
    Boston, Massachusetts 02108
     
Item 2(c).   Citizenship.
     
    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.
     
Item 2(d).   Title of Class of Securities.
     
    Ordinary Shares, $0.01 par value
     
Item 2(e).   CUSIP Number.
     
    G85347105

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) [  ] Broker or dealer registered under Section 15 of the Exchange Act.
     
(b) [  ] Bank as defined in Section 3(a)(6) of the Exchange Act.

 

 
 

 

CUSIP No. G85347105 13G Page 6 of 8 Pages

 

(c) [  ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d) [  ] Investment company registered under Section 8 of the Investment Company Act.
     
(e) [  ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g) [  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i) [  ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j) [  ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
     
(k) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4. Ownership.

 

(a) Amount beneficially owned:

 

Opaleye Management Inc. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

Opaleye, L.P. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

James Silverman — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

 

(b) Percent of class:

 

Opaleye Management Inc. — 5.01%*

Opaleye, L.P. — 5.01%*

James Silverman — 5.01%*

 

** Based upon 45,534,665 ordinary shares issued and outstanding as reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018 and assumes exercise of the warrants. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.

 

(c)

Number of shares as to which the person has:

 

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

 
Opaleye Management Inc. — 0 shares

Opaleye, L.P. — 0 shares

James Silverman — 0 shares

 

 
 

 

CUSIP No. G85347105 13G Page 7 of 8 Pages

 

  (ii) Shared power to vote or to direct the vote:

 

Opaleye Management Inc. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

Opaleye, L.P. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

James Silverman — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

 

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

 

Opaleye Management Inc. — 0 shares

Opaleye, L.P. — 0 shares

James Silverman — 0 shares

 

  (iv) Shared power to dispose or to direct the disposition of:

 

Opaleye Management Inc. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

Opaleye, L.P. — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

James Silverman — 2,310,000 ordinary shares, comprised of 1,740,000 ordinary shares and 570,000 ordinary shares issuable upon exercise of warrants

 

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 Persons have ceased to be the beneficial owners of more than five 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 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.

 

 
 

 


CUSIP No. G85347105 13G Page 8 of 8 Pages

 

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 22, 2018 By: /s/ James Silverman
    James Silverman
     
  Opaleye, L.P.
     
Date: June 22, 2018 By: /s/ James Silverman
  Name: James Silverman
  Title: Managing Member of Opaleye
    GP LLC, the General Partner of
    Opaleye, L.P.
     
  Opaleye Management Inc.
     
Date: June 22, 2018 By: /s/ James Silverman
  Name: James Silverman
  Title: President

 

 
 

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated June 22, 2018, 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 ordinary shares, $0.01 par value, of Strongbridge Biopharma plc 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 22, 2018

 

  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