SC 13G/A 1 sc13ga207422nvus_12282020.htm AMENDMENT NO. 2 TO THE SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)¹

Novus Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

67011N204

(CUSIP Number)

December 22, 2020

(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)

1 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 (“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. 67011N204

NAME OF REPORTING PERSON

Biotechnology Value Fund, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

0 shares

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

771,780*

PERSON WITH

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

771,780*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

771,780*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%*

TYPE OF REPORTING PERSON

* Excludes 2,896,944 Shares underlying certain Series X¹ Preferred (defined in Item 4) that may not be exercised due to the Series X¹ Blocker (defined in Item 4).

Excludes 79,500 Shares underlying certain Private Placement Warrants (defined in Item 4) that may not be exercised due to the Private Placement Blocker (defined in Item 4).

Excludes 1,453,117 Shares underlying certain Series X¹ Preferred Warrants (defined in Item 4) that may not be exercised due to the Series X¹ Preferred Warrant Blocker (defined in Item 4).

CUSIP No. 67011N204

NAME OF REPORTING PERSON

BVF I GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

0 shares

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

771,780*

PERSON WITH

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

771,780*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

771,780*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%*

TYPE OF REPORTING PERSON

* Excludes 2,896,944 Shares underlying certain Series X¹ Preferred that may not be exercised due to the Series X¹ Blocker.

Excludes 79,500 Shares underlying certain Private Placement Warrants that may not be exercised due to the Private Placement Blocker.

Excludes 1,453,117 Shares underlying certain Series X¹ Preferred Warrants that may not be exercised due to the Series X¹ Preferred Warrant Blocker.

CUSIP No. 67011N204

NAME OF REPORTING PERSON

Biotechnology Value Fund II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

0 shares

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

598,624*

PERSON WITH

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER