UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PharmAthene, Inc. |
(Name of Issuer) |
Common Stock, $0.001 par value |
(Title of Class of Securities) |
71714G102 |
(CUSIP Number) |
David Tonken President and Chief Executive Officer Nexia Biotechnologies Ltd. 70 St. George's Crescent Edmonton, Alberta T5N 3M7 (780) 486-2317 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
May 21, 2008 |
(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 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).
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CUSIP No. 71714G102 | ||
1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Nexia Biotechnologies Ltd. |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a)
£ |
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(b)
Q |
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3 |
SEC USE ONLY |
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|
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4 |
Source of Funds (See Instructions) |
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SC, OO |
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
£ |
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|
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6 |
Citizenship or Place of Organization |
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Canada |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
Sole Voting Power |
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857,958 (See Item 5 below.) |
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8 |
Shared Voting Power |
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0 |
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9 |
Sole Dispositive Power |
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857,958 (See Item 5 below.) |
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10 |
Shared Dispositive Power |
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0 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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857,958 (See Item 5 below.) |
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
£ |
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13 |
Percent of Class Represented by Amount in Row (11) |
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3.9% (See Item 5 below.) |
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14 |
Type of Reporting Person (See Instructions) CO |
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CO |
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Item 1.
Security and Issuer The name of the issuer
is PharmAthene, Inc. (formerly known as Healthcare Acquisition Corp.), a
Delaware corporation (the "Issuer"). The address of the Issuer's offices is One
Park Place, Suite 450, Annapolis, MD 21401. This Amendment No. 1 to Schedule 13D
("Amendment No. 1") relates to shares of common stock, par value $0.001 per
share (the "Common Stock") of PharmAthene, Inc. (formerly known as Healthcare
Acquisition Corp.), a Delaware corporation (the "Issuer"). Except as modified in
the other items of this report, there has been no change in the information
previously reported in the Schedule 13D previously filed by Nexia
Biotechnologies Ltd., a Canadian corporation ("Nexia" or the "Reporting
Person"). Item 2.
Identity and Background (a) - (c), (f). The
principal executive offices of Nexia are located at 70 St. George's Crescent,
Edmonton, Alberta T5N 3M7. Nexia's principal business is the development of
transgenic technologies for the production of recombinant proteins and the
functional characterization of the biological properties of proteins for product
applications. (d) and (e). During
the last five years, Nexia has not (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been 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 violations
with respect to such laws. Item 3. Source
and Amount of Funds or Other Consideration The consideration for
the acquisition of 1,715,945 shares of the Issuer's Common Stock was 1,673,760
shares of Series C Convertible Preferred Stock of PharmAthene, Inc., a privately
held Delaware corporation ("Target"), held by the Reporting Person, which were
converted pursuant to the Agreement and Plan of Merger, dated as of January 19,
2007, among the Issuer, PAl Acquisition Corp., a Delaware Corporation and a
direct wholly-owned subsidiary of the Issuer ("Merger Sub"), and Target, whereby
Merger Sub merged with and into Target resulting in Target becoming a
wholly-owned subsidiary of the Issuer (the "Merger"). The Merger closed on
August 3, 2007. On May 21, 2008, the Reporting Person
sold 857,987 shares of the Issuer's Common Stock. Item 4.
Purpose of Transaction The purpose of the
acquisition of the Issuer's securities was consideration for completing the
Merger. All of the shares of Common Stock reported herein were acquired for
investment purposes. Except as set forth herein, as of the date hereof, the
Reporting Person does not have any plan or proposal that relates to or would
result in: (a) The acquisition
by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; 3
(b)
An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d)
Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (e)
Any material change in the present capitalization or dividend policy of the
Issuer; (f)
Any other material change in the Issuer's business or corporate structure,
including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940; (g)
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h)
Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) A
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j)
Any action similar to any of those enumerated above. Notwithstanding the
foregoing, as part of the ongoing evaluation of this investment and investment
alternatives, the Reporting Person may consider transactions of the type
described in subparagraphs (a) through (j) of Item 4 of the Instructions to
Schedule 13D and, subject to applicable law, may formulate a plan with respect
to such matters. In addition, from time to time, the reporting persons may hold
discussions with or make formal proposals to management or the board of
directors of the Issuer, other stockholders of the Issuer or other third parties
regarding such matters. The information set forth in Item 3 of
this Amendment No. 1 is incorporated herein by reference. Item 5.
Interest in Securities of the Issuer (a) and (b) The
information contained on the cover pages to this Amendment No. 1 is incorporated
herein by reference. Nexia beneficially owns 857,958 shares of Common Stock and
has the sole power to direct the vote and disposition of the Common Stock held.
The percentage disclosed in Item 13 of the Cover Page for the Reporting Person
is calculated based upon 22,087,121 shares of Common Stock outstanding on May
13, 2008. (c) During the past
sixty days, the Reporting Person has not effected any transactions in the shares
of Common Stock it beneficially owns other than the sale of 857,987 shares of
the Issuer's Common Stock on May 21, 2008. (d) Not applicable. (e) The Reporting Person ceased to be
the beneficial owner of more than 5% of the Issuer's Common Stock on May 21,
2008. 4
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer There are no
contracts, arrangements, understandings, or relationships among the Reporting
Person and any person with respect to the Issuer's securities, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profit,
division of profits or loss, or the giving or withholding of proxies.
Item 7.
Material to Be Filed as Exhibits None
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 May 26, 2008
NEXIA BIOTECHNOLOGIES LTD.
By: /s/ David Tonken
Name: David Tonken
Title: President and Chief Executive Officer
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