SEC Form SC 13D filed by Eiger BioPharmaceuticals Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.)*

 

Eiger Biopharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

282 49U 105

(CUSIP Number)

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

 

October 18, 2023

(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:  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

1	NAMES OF REPORTING PERSONS
	Propel Bio Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,367,100
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,367,100
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,367,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.86%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

1	NAMES OF REPORTING PERSONS
	Leen Kawas
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,367,100
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,367,100
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,367,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.86%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Richard Kayne and Suzanne Kayne Living Trust dtd 01/14/1999
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			729,886
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			729,886
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	729,886
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.65%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP NO. 282 49U 105

SCHEDULE 13D

Page 5 of 11

1	NAMES OF REPORTING PERSONS
	Richard Kayne
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,096,986
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			5,096,986
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,096,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.51%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Propel Bio Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,667,100
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,667,100
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,667,100
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.76%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock” and such shares, the “Shares”) of Eiger BioPharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2155 Park Boulevard, Palo Alto, CA 94306.

 

 

The Reporting Persons may be deemed to be the beneficial owners of, in the aggregate, 5,096,986 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $6,487,008. The source of funding for these Shares was the general working capital of the respective purchasers. The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

 

The Reporting Persons initially acquired the securities of the Issuer with the intent to be a passive investor seeking capital appreciation, believing that such securities were undervalued and represented an attractive investment opportunity. On September 12, 2023, the Issuer announced its decision to discontinue the Phase 3 LIMT-2 study of peginterferon lambda (“Interferon Lambda”) in patients with chronic hepatitis delta based on the recommendation of the Data Safety Monitoring Board for the study. Following this announcement, the Reporting Persons have further considered the Issuer’s development portfolio and stated strategic objectives. The Reporting Persons understand, based on prior public statements by the Issuer, that the Issuer is actively considering partnership opportunities on some of its assets, including Lonafarnib, while continuing to focus on the Avexitide programs. While the Reporting Persons share the Issuer’s long-term view regarding the Avexitide programs, they would like to discuss with the Issuer further strategic focus on Lonafarnib. In particular, the Reporting Persons have concerns regarding the impact of the recent Interferon Lambda announcement on the Issuer, including on potential Lonafarnib partnership opportunities and the terms thereof. The Reporting Persons believe that meaningful work toward Lonafarnib’s NDA readiness, submission and potential approval may significantly increase the value of this program and the Issuer more generally. Accordingly, the Reporting Persons believe that now (after the recent news regarding Interferon Lambda and related impact on the perception and valuation of the Issuer) may not be the opportune time for the Issuer to consider the pursuit of partnership opportunities on some of its assets, including Lonafarnib.

 

As a result of the foregoing, the Reporting Persons wish to engage more substantively with the Issuer with a view of being constructive in furtherance of maximizing shareholder value and accelerating access of critical therapies in areas of unmet need. The Reporting Persons intend to engage with management of the Issuer, the Board of Directors of the Issuer, other shareholders of the Issuer and, potentially, other third parties regarding these matters and may consider, explore and/or develop plans and/or make proposals with respect to, among other things, the Issuer’s operations, strategy and plans, including its approach to Lonafarnib and other assets in development and partnership opportunities in respect thereof, as well as alternatives thereto such as other capital raising or strategic transactions or opportunities that may be available to the Issuer. The Reporting Persons may seek to participate and potentially engage in or make proposals in respect of, or may change their intention with respect to, any and all matters or transactions referred to in this Item 4.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including, without limitation, the Issuer’s financial position and strategic direction, overall market conditions, the outcome of any discussions referenced above, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable; and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (A) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (B) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

 

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

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: October 20, 2023
	PROPEL BIO MANAGEMENT LLC
	By:	/s/ Leen Kawas

		Name:	Leen Kawas
		Title:	Managing Member

	/s/ Leen Kawas
	Leen Kawas

	RICHARD AND SUZANNE KAYNE LIVING
	TRUST DTD 01/14/1999
	By:	/s/ Richard Kayne

		Name:	Richard Kayne
		Title:	Trustee

	/s/ Richard Kayne
	Richard Kayne

	PROPEL BIO PARTNERS LLC
	By:	/s/ Leen Kawas

		Name:	Leen Kawas
		Title:	Managing Member

Transactions of the Reporting Persons Effected During the Past 60 Days

The following transactions in the Shares were effected during the past 60 days by the Propel Investors in the open market:

The following transactions in the Shares were effected during the past 60 days by the Family Trust in the open market:

---