Form D/A

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ACUTA CAPITAL FUND, LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
2014

Previous Name(s)

  • LONGWOOD CAPITAL, LP
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

1301 SHOREWAY ROAD
SUITE 350
BELMONT, CA 94002
Phone Number: subscription required

Item 3. Related Persons

Name
N/A ACUTA CAPITAL PARTNERS, LLC
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
GENERAL PARTNER OF ISSUER.

Item 3. Related Persons

Name
RICHARD LIN
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response
MANAGING MEMBER OF ACUTA CAPITAL PARTNERS, LLC.

Item 3. Related Persons

Name
MANFRED YU
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
COO/CCO OF ACUTA CAPITAL PARTNERS, LLC.

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

Amendment
Date of First Sale in this Offering:
05/01/2014

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests
  • Other: LIMITED PARTNERSHIP INTERESTS.

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
158970425
Total Remaining to be Sold
INDEFINITE
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
95

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response
ACUTA CAPITAL PARTNERS, LLC AND CERTAIN PERSONS LISTED IN ITEM 3 MAY RECEIVE A MANAGEMENT FEE BASED ON THE VALUE OF THE ISSUER'S ASSETS AND/OR A PERFORMANCE FEE BASED ON THE ISSUER'S PROFITS.

Signature and Submission

Issuer Name
ACUTA CAPITAL FUND, LP
Issuer Signature
MANFRED YU
Signer Name
MANFRED YU
Signer Title
COO/CCO OF ACUTA CAPITAL PARTNERS, LLC.
Signature Date
02/12/2016
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