Amended Statement of Ownership (sc 13g/a)
May 22 2020 - 7:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Neptune
Wellness Solutions Inc.
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
64079L105
(CUSIP Number)
May 19,
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)
* The remainder of this cover page shall be filled out for a reporting persons 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. 64079L 105
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1
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NAMES OF
REPORTING PERSONS
Perceptive Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
18,436,906
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
18,436,906
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,436,906
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
19.4%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IA
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CUSIP No. 64079L 105
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1
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NAMES OF
REPORTING PERSONS
Joseph Edelman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
|
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SHARED VOTING POWER
18,436,906
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
18,436,906
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,436,906
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10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
19.4%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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CUSIP No. 64079L 105
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1
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NAMES OF
REPORTING PERSONS
Perceptive Life Sciences Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
18,436,906
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7
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SOLE DISPOSITIVE POWER
0
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8
|
|
SHARED DISPOSITIVE POWER
18,436,906
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,436,906
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
19.4%
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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Item 1(a).
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Name of Issuer:
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Neptune Wellness Solutions Inc. (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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545 Promende du Centropolis
Suite 100
Laval, Québec
Canada H7T 0A3
Item 2(a).
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Names of Persons Filing:
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The names of the persons filing this report (collectively, the Reporting Persons) are:
Perceptive Advisors LLC (Perceptive Advisors)
Joseph Edelman (Mr. Edelman)
Perceptive Life Sciences Master Fund, Ltd. (the Master Fund)
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New
York, NY 10003
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
Item 2(d).
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Title of Class of Securities:
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Common Shares (Common Stock)
64079L105
Item 3.
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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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Not applicable.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of
the cover page to this Schedule 13G. The ownership percentages reported are based on 95,109,577 outstanding shares of
Common Stock, as reported in the Issuers prospectus supplement filed on March 11, 2020.
The Master Fund directly holds 18,436,906 shares of Common Stock. Perceptive Advisors
serves as the investment
manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master
Fund.
Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities
directly held by the Master Fund.
Item 5.
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Ownership of Five Percent or Less of a Class.
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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 owner of more than five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: May 22, 2020
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PERCEPTIVE ADVISORS LLC
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BY:
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/s/ Joseph Edelman
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Name: Joseph Edelman
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Title: Managing Member
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/s/ Joseph Edelman
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JOSEPH EDELMAN
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PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
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BY:
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Perceptive Advisors LLC
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BY:
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/s/ Joseph Edelman
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Name: Joseph Edelman
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Title:
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Managing Member
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