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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
GenMark Diagnostics, Inc
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
372309104
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
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. 372309104 |
Schedule 13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 372309104 |
Schedule 13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 372309104 |
Schedule 13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 372309104 |
Schedule 13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
x | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 372309104 |
Schedule 13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
x | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row 9 | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 372309104 |
Schedule 13G |
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Item 1. | ||
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(a) |
Name of Issuer: GenMark Diagnostics, Inc. |
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(b) |
Address of Issuers Principal Executive Offices: 5964 La Place Court, Suite 100 Carlsbad, CA 92008-8829 |
Item 2. | ||
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(a) |
Name of Person Filing: See Item 1 of each cover page.
Pursuant to Rule 13d-1(c) of General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Act), the undersigned hereby file this Schedule 13D Statement (this Schedule 13D) on behalf of (i) Mark Lappe, (ii) Efficacy Capital, Ltd. (Efficacy Capital), (iii) Efficacy Biotech Fund, L.P., a Delaware limited partnership (EBF), (iv) Efficacy Biotech Fund Limited, a Bermuda Exempted Mutual Fund Company (EBFL), and (v) Efficacy Biotech Master Fund Ltd., a Bermuda Exempted Mutual Fund Company (EBMFL) (collectively, the Reporting Persons). |
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(b) |
Address of Principal Business Office or, if None, Residence: The address of the principal business office for each of the Reporting Persons is:
11099 N. Torrey Pines Road, Suite 130 La Jolla, CA 92037 |
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(c) |
Citizenship: See Item 4 of each cover page. |
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(d) |
Title of Class of Securities: Common Stock, par value $0.0001 per share |
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(e) |
CUSIP Number: 372309104 |
CUSIP No. 372309104 |
Schedule 13G |
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | ||
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
Item 4. |
Ownership | |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
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(a) |
Amount beneficially owned: |
Reporting Person |
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Shares |
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Efficacy Biotech Master Fund, Ltd. |
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555,965 |
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Efficacy Biotech Fund, LP |
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555,965 |
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Efficacy Biotech Fund, Ltd |
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555,965 |
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Efficacy Capital, Ltd. |
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555,965 |
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Mark Paul Lappe |
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555,965 |
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The Reporting Persons collectively have shared voting power of 555,965 shares of the Issuers Common Stock and shared dispositive power of 555,965 shares of the Issuers Common Stock. |
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CUSIP No. 372309104 |
Schedule 13G |
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(b) |
Percent of class: |
Reporting Person |
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Percent |
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Efficacy Biotech Master Fund, Ltd. |
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2.7 |
% |
Efficacy Biotech Fund, LP |
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2.7 |
% |
Efficacy Biotech Fund, Ltd |
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2.7 |
% |
Efficacy Capital, Ltd. |
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2.7 |
% |
Mark Paul Lappe |
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2.7 |
% |
The foregoing percentages are calculated based on 20,478,000 shares outstanding on December 31, 2011.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote with respect to each Reporting Person -0- |
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(ii) |
Shared power to vote or to direct the vote |
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Reporting Person |
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Shares |
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Efficacy Biotech Master Fund, Ltd. |
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555,965 |
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Efficacy Biotech Fund, LP |
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555,965 |
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Efficacy Biotech Fund, Ltd |
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555,965 |
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Efficacy Capital, Ltd. |
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555,965 |
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Mark Paul Lappe |
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555,965 |
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(iii) |
Sole power to dispose or to direct the disposition of with respect to each Reporting Person -0- |
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(iv) |
Shared power to dispose or to direct the disposition of |
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Reporting Person |
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Shares |
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Efficacy Biotech Master Fund, Ltd. |
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555,965 |
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Efficacy Biotech Fund, LP |
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555,965 |
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Efficacy Biotech Fund, Ltd |
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555,965 |
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Efficacy Capital, Ltd. |
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555,965 |
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Mark Paul Lappe |
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555,965 |
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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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. x |
CUSIP No. 372309104 |
Schedule 13G |
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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 on by the Parent Holding Company or Control Person |
Not applicable. |
Item 8. |
Identification and Classification of Members of the Group |
See Exhibit 2. |
Item 9. |
Notice of Dissolution of Group |
Not applicable. |
CUSIP No. 372309104 |
Schedule 13G |
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Item 10. |
Certification |
Not applicable. |
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: April 10, 2012
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/s/ Mark Lappe |
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Mark Lappe |
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Efficacy Capital Ltd. |
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a Bermuda limited liability company |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Fund, L.P., |
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a Delaware limited partnership |
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By: Efficacy Capital Ltd. |
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Its: General Partner |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Fund Limited, |
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a Bermuda Exempted Mutual Fund Company |
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By: Efficacy Capital Ltd. |
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Its: Manager |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Master Fund Ltd., |
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a Bermuda Exempted Mutual Fund Company |
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By: Efficacy Capital Ltd. |
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Its: Manager |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
CUSIP No. 372309104 |
Schedule 13G |
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
CUSIP No. 372309104 |
Schedule 13G |
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Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: April 10, 2012
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/s/ Mark Lappe |
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Mark Lappe |
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Efficacy Capital, Ltd, |
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a Bermuda limited liability company |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Fund, L.P., |
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a Delaware limited partnership |
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By: Efficacy Capital Ltd. |
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Its: General Partner |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |
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Efficacy Biotech Fund Limited, |
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a Bermuda Exempted Mutual Fund Company |
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By: Efficacy Capital Ltd. |
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Its: Manager |
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/s/ Mark Lappe |
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By: Mark Lappe |
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Its: Managing Partner |