Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
NOVUS THERAPEUTICS, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • TOKAI PHARMACEUTICALS, INC.
  • TOKAI PHARMACEUTICALS INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

19900 MACARTHUR BOULEVARD
SUITE 550
IRVINE, CA 92612
Phone Number: subscription required

Item 3. Related Persons

Name
GREGORY FLESHER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
EREZ CHIMOVITS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHERYL COHEN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KEITH KATKIN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN MCBRIDE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GARY LYONS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CATHERINE TURKEL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JON KUWAHARA
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

PHARMACEUTICALS

Item 5. Issuer Size

Revenue Range (for issuer not 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

New Notice
Date of First Sale in this Offering:
01/14/2020

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

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 12. Sales Compensation

Recipient
H.C. WAINWRIGHT CO., LLC
Recipient CRD Number
NONE
(Associated) Broker or Dealer)
H.C. WAINWRIGHT CO., LLC
(Associated) Broker or Dealer CRD Number
375
Address
430 PARK AVENUE
NEW YORK, NY 10022
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
5828999
Total Amount Sold
862278
Total Remaining to be Sold
4966721
Clarification of Response
INCLUDES PROCEEDS FROM THE SALE OF 6,898,224 WARRANTS AT $0.125 PER WARRANT AND THE 6,898,224 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS AT AN EXERCISE PRICE OF $0.72 PER SHARE.

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:
10

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
60359.0
Finders' Fees
0.0
Clarification of Response
H.C. WAINWRIGHT CO., LLC RECEIVED THE ABOVE SALES COMMISSION IN CONNECTION WITH THE SALE OF THE WARRANTS.

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
Clarification of Response
OTHER THAN THE PAYMENT OF SALARIES AND OTHER COMPENSATION AND BENEFITS, NO OFFICER, DIRECTOR, MANAGER OR PROMOTER WILL RECEIVE ANY PAYMENTS FROM THE PROCEEDS OF THIS OFFERING.

Signature and Submission

Issuer Name
NOVUS THERAPEUTICS, INC.
Issuer Signature
/S/ GREGORY J. FLESHER
Signer Name
GREGORY J. FLESHER
Signer Title
CHIEF EXECUTIVE OFFICER
Signature Date
01/27/2020
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