|
CUSIP No. 460588106
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Page 2 of 11 Pages
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SCHEDULE 13D
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1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Aisling Capital II, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
15,004,431
(1)
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
15,004,431
(1)
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,004,431
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
|
14
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TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
|
([1])
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 907,185
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
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CUSIP No. 460588106
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Page 3 of 11 Pages
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SCHEDULE 13D
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1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Aisling Capital Partners, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
15,004,431
(1)
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
15,004,431
(1)
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,004,431
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
|
([1])
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 907,185
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
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CUSIP No. 460588106
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Page 4 of 11 Pages
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Aisling Capital Partners LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
15,004,431
(1)
SHARED VOTING POWER
-0-
SOLE DISPOSITIVE POWER
15,004,431
(1)
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,004,431
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
|
|
|
([1])
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 907,185
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
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CUSIP No. 460588106
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Page 5 of 11 Pages
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Steve Elms
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
15,004,431
(1)
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
15,004,431
(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,004,431
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
([1])
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 907,185
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
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CUSIP No. 460588106
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Page 6 of 11 Pages
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Dennis Purcell
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
15,004,431
(1)
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
15,004,431
(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,004,431
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
([1])
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 907,185
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
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CUSIP No. 460588106
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Page 7 of 11 Pages
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Andrew Schiff
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
8
9
10
|
SOLE VOTING POWER
-0-
SHARED VOTING POWER
15,004,431
(1)
SOLE DISPOSITIVE POWER
-0-
SHARED DISPOSITIVE POWER
15,004,431
(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,004,431
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see Instructions)
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
18.5%
(1)
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
([1])
|
Includes 548,315 shares of common stock, 2,281,914 shares of
common stock issuable upon the exercise of the Warrant (as defined below),
10,960,000 shares of common stock issuable upon the initial conversion of
10,412 shares of Series D-1 Convertible Preferred Stock, 907,185
shares of common stock issuable upon the initial conversion of $861,826 in
principal amount of Secured Convertible 12% Notes due 2009 and 307,017
shares of common stock issuable upon the exercise of the Note Warrant (as
defined below).
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CUSIP No. 460588106
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Page 8 of 11 Pages
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SCHEDULE 13D
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Item 1.
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Security and Issuer
.
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This Amendment No. 1 to Schedule 13D relates to the common stock, par
value $0.01 per share (the "Common Stock") of Interpharm Holdings, Inc. (the
"Company"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D, filed by the Reporting Persons with the Securities and Exchange
Commission on November 19, 2007 (the "Initial Statement"), and is being filed pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The address of the principal executive offices of the Company is 75 Adams
Avenue, Hauppauge, New York 11788. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
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Item 2.
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Identity and
Background
.
|
|
|
(a)
|
No material change.
|
|
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(b)
|
No material change.
|
|
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(c)
|
No material change.
|
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(d)
|
No material change.
|
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(e)
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No material change.
|
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(f)
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No material change.
|
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Item 3.
|
Source and Amount of Funds or Other
Consideration
.
|
|
|
No material change.
|
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Item 4.
|
Purpose of
Transaction
.
|
Item 4 is hereby amended by adding the following at the end
thereof:
On February 12, 2008, in accordance with the terms of the SPA, the
Issuer exchanged the entire outstanding principal amount of its outstanding 12% Notes
for 12% Convertible Notes and warrants to purchase Common Stock (the “Notes
Warrants”). At the time of the exchange, Aisling held $861,826 in principal
amount of the 12% Notes and received a like principal amount of the 12% Convertible
Notes and a warrant to purchase 307,017 shares of Common Stock (the “Note
Warrant”). The 12% Convertible Notes are convertible into Common Stock at any
time, at the option of the holder, at a conversion price of $0.95 per share. The Note
Warrant has an exercise price of $0.95 per share and is exercisable at any time. The
Note Warrant expires on February 12, 2013.
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CUSIP No. 460588106
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Page 9 of 11 Pages
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SCHEDULE 13D
On February 12, 2008, in accordance wit the terms of the Waiver, the
Issuer exchanged each share of Series C-1 Preferred Stock held by Aisling for 1.04125
shares of Series D-1 Preferred Stock. In connection with the exchange, Aisling received
a total of 10,412 shares of the Series D-1 Preferred Stock. The Series D-1 Preferred
Stock has similar terms to the Series C-1 Preferred Stock except that the Series D-1
Preferred Stock is convertible into Common Stock at an initial conversion price of
$0.95 per share and does not contain the Blocker. In addition, simultaneously with the
exchange and in accordance with the terms of the Waiver, the Issuer amended and
restated the Warrant to, among other things, reduce the exercise price from $1.639 to
$0.95 per share and remove the Blocker.
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Item 5.
|
Interest in Securities
of the Issuer
.
|
Item 5 is hereby amended and restated in its entirety as
follows:
(a)
The
aggregate percentage of shares of Common Stock reported as owned by each Reporting
Person is based upon 66,738,422 shares of Common Stock outstanding as of Febraury 11,
2008, which is the total number shares of Common Stock outstanding as of such date as
reported by the Issuer in its Quarterly report on Form 10-Q filed with the SEC on
February 15, 2008. Based on calculations made in accordance with Rule 13d-3(d), each
Reporting Person may be deemed to beneficially own 15,004,431 shares of Common Stock
(approximately 18.5% of the outstanding shares of Common Stock), consisting of
(i) 548,315 shares of Common Stock, (ii) 2,281,914 shares of Common Stock
issuable upon the exercise of the Warrant, (iii) 10,960,000 shares of Common Stock
issuable upon the conversion of 10,412 shares of the Series D-1 Preferred Stock,
(iv) 907,185 shares of Common Stock upon conversion of the 12% Convertible Note
and (v) 307,017 shares of Common Stock upon exercise of the Note
Warrant.
(b)
(i)
Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole
power to direct the voting and disposition of the 15,004,431 shares of Common Stock
that may be deemed to be beneficially owned by the Reporting Persons.
(ii) By virtue of the relationships between and among the
Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms,
Purcell and Schiff may be deemed to share the power to direct the voting and
disposition of the 15,004,431 shares of Common Stock beneficially owned by the
Reporting Persons.
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CUSIP No. 460588106
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Page 10 of 11 Pages
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SCHEDULE 13D
(c)
No
Reporting Person nor, to the best knowledge of each Reporting Person, any person
identified in Item 2 of this Schedule 13D, has effected any transaction in shares of
Common Stock during the preceding 60 days.
(d)
The
partners of Aisling have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock held for the account of Aisling
in accordance with their ownership interests in Aisling.
(e)
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the
Issuer
.
|
The information in Item 4 is incorporated herein by reference;
otherwise, the information set forth in Item 6 of the Initial Statement remains
unchanged.
|
Item 7.
|
Material to be Filed as
Exhibits
.
|
|
Exhibit 1:
|
Joint Filing Agreement dated as of November 16, 2007, as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended (previously filed).
|
|
|
|
|
Exhibit 2:
|
Securities Purchase Agreement, dated May 15, 2006, by and
among the Issuer and Aisling Capital II, LP (previously filed).
|
|
|
|
|
Exhibit 3:
|
Form of Certificate of Designations, Preferences and Rights
of Series C-1 Convertible Preferred Stock (previously filed).
|
|
|
|
|
Exhibit 4:
|
Warrant to Purchase Common Stock (previously
filed).
|
|
|
|
|
Exhibit 5:
|
Registration Rights Agreement, dated May 15, 2006 by and
among the Issuer, Tullis-Dickerson Capital Focus III and Aisling Capital
II, LP, as amended (previously filed).
|
|
|
|
|
Exhibit 6:
|
Consent and Waiver Agreement, dated November 8, 2007, by and
among the Issuer, Tullis-Dickerson Capital Focus III and Aisling Capital
II, LP. (previously filed).
|
|
|
|
|
Exhibit 7:
|
Irrevocable Proxy, date November 8, 2007 (previously
filed).
|
|
|
|
|
Exhibit 8:
|
Securities Purchase Agreement, dated November 14, 2007, by
and among the Issuer, Tullis-Dickerson Capital Focus III, Aisling Capital
II, LP, Cameron Reid, P&K Holdings I, LLC, Rametra Holdings I, LLC,
Rajs Holdings I, LLC, Perry Sutaria and Raj Sutaria (previously
filed).
|
|
|
|
|
|
|
|
|
CUSIP No. 460588106
|
Page 11 of 11 Pages
|
SCHEDULE 13D
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.
Dated:
March 3, 2008
|
|
AISLING CAPITAL II, LP
|
|
|
By:
|
Aisling Capital Partners, LP
General Partner
|
|
|
By:
|
Aisling Capital Partners LLC
Managing Member
|
|
|
|
By:
|
|
|
|
|
|
Name: Dennis Purcell
Title: Managing Member and Senior Managing
Director
|
|
|
AISLING CAPITAL PARTNERS, LP
|
|
|
By:
|
Aisling Capital Partners LLC
Managing Member
|
|
|
|
By:
|
|
|
|
|
|
Name: Dennis Purcell
Title: Managing Member and Senior Managing
Director
|
|
|
AISLING CAPITAL PARTNERS LLC
|
|
|
|
By:
|
|
|
|
|
|
Name: Dennis Purcell
Title: Managing Member and Senior Managing
Director
|
|
|
|
By:
|
/s/ Steve Elms
|
|
|
|
|
Name: Steve Elms
|
|
|
|
By:
|
/s/ Andrew Schiff
|
|
|
|
|
Name: Andrew Schiff
|
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).