Aviragen Therapeutics, Inc.
Aviragen Therapeutics, Inc. (Form: SC 13D/A, Received: 11/09/2017 06:03:31)
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Amendment No. 1)

(Rule 13d-101)

information to be included in statements filed pursuant
to rules 13 d-1(a) and amendments thereto filed
pursuant to rule 13d-2(a)1

aviragen Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

053761102

(CUSIP Number)

Neil H. Koffler c/o SC Fundamental LLC

747 Third Avenue, 27th Floor

New York, New York 10017

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications)

November 7, 2017

(Date of Event Which Requires Filing of this Statement)

                 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

1            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 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. 053761102 13D/A Page 2 of 11 Pages
 
1.

names of reporting person

i.r.s. identification no. of above persons (entities only)

 

SC Fundamental Value Fund, L.P.

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

WC/OO

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

DELAWARE

number of
shares
7. sole voting power      0
beneficially
owned by
8. shared voting power     2,392,364
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     2,392,364
11. aggregate amount beneficially owned by each reporting person      2,392,364
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11     6.19%
14.

type of reporting person*

PN

 
 
CUSIP No. 053761102 13D/A Page 3 of 11 Pages
         
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

SC Fundamental LLC

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

OO

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

NEW YORK

number of
shares
7. sole voting power     0
beneficially
owned by
8. shared voting power     2,392,364
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     2,392,364
11. aggregate amount beneficially owned by each reporting person     2,392,364
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11     6.19%
14.

type of reporting person*

OO

 
 
CUSIP No. 053761102 13D/A Page 4 of 11 Pages
         
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Peter M. Collery

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

OO/PF

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

UNITED STATES OF AMERICA

number of
shares
7. sole voting power     0
beneficially
owned by
8. shared voting power     2,429,864
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     2,429,864
11. aggregate amount beneficially owned by each reporting person     2,429,864
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11      6.29%
14.

type of reporting person*

IN

 
 
CUSIP No. 053761102 13D/A Page 5 of 11 Pages
         
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Neil H. Koffler

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

OO/PF

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

UNITED STATES OF AMERICA

number of
shares
7. sole voting power     0
beneficially
owned by
8. shared voting power     2,392,364
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     2,392,364
11. aggregate amount beneficially owned by each reporting person     2,392,364
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11      6.19%
14.

type of reporting person*

IN

 
 
CUSIP No. 053761102 13D/A Page 6 of 11 Pages
         
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

John T. Bird

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

OO/PF

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

UNITED STATES OF AMERICA

number of
shares
7. sole voting power      0
beneficially
owned by
8. shared voting power     2,392,364
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     2,392,364
11. aggregate amount beneficially owned by each reporting person     2,392,364
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11      6.19%
14.

type of reporting person*

IN

 
 
CUSIP No. 053761102 13D/A Page 7 of 11 Pages
         
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

David A. Hurwitz

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

OO/PF

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

UNITED STATES OF AMERICA

number of
shares
7. sole voting power      0
beneficially
owned by
8. shared voting power     2,392,364
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     2,392,364
11. aggregate amount beneficially owned by each reporting person     2,392,364
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11      6.19%
14.

type of reporting person*

IN

 
 
CUSIP No. 053761102 13D/A Page 8 of 11 Pages
         
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

SC Fund Management Profit Sharing Plan

 

2. check the appropriate box if a  group* ( a) x
( b) o
3.

sec use only

 

4.

sources of funds

 

WC/OO

5. check box if disclosure of legal proceedings is required pursuant to item 2( d ) or 2( e )                 o
6.

citizenship or place of organization

UNITED STATES OF AMERICA

number of
shares
7. sole voting power     0
beneficially
owned by
8. shared voting power     37,500
each
reporting
9. sole dispositive power     0
person with 10. shared dispositive power     37,500
11. aggregate amount beneficially owned by each reporting person     37,500
12. check box if the aggregate amount in row (11) excludes certain shares *                 o
13. percent of class represented by amount in row 11     0.10%
14.

type of reporting person*

EP

 
 
CUSIP No. 053761102 13D/A Page 9 of 11 Pages

ITEM 1. Security and Issuer

(a) The name of the issuer is Aviragen Therapeutics, Inc. (AVIR) (the “Issuer”).
(b) The address of the Issuer’s principal executive offices is 2500 Northwinds Parkway, Suite 100, Alpharetta, Georgia 30009.

This Schedule 13D/A (the “Schedule”) relates to the common stock (“Common Stock”), of the Issuer.

This Schedule 13D/A constitutes Amendment No. 1 to the Schedule 13D (this “Amendment”) relating to the Common Stock of the Issuer and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on June 30, 2017 (the “Initial Schedule 13D”), on behalf of the Reporting Persons. This Amendment amends Items 3, 4 and 5. Except as set forth herein, this Amendment does not supplement, restate or amend any of the other information disclosed in the Initial Schedule 13D.

 

ITEM 3. Source and Amount of Funds or Other Consideration

Item 3 is amended to add the following:

The Fund has purchased in the past sixty days an aggregate of 834,300 shares of Common Stock of the Issuer for total consideration of $480,243.18.

 

ITEM 4. Purpose of Transaction

Item 4 is amended to add the following:  

On October 30, 2017, the Issuer announced that it had entered into a definitive merger agreement with Vaxart, Inc.  The Reporting Persons believe that a liquidation of the Issuer is superior to the proposed transaction.  If and when the Issuer’s Common Stock trades near the Reporting Persons’ assessment of liquidation value, the Reporting Persons expect to sell their shares of Common Stock.  The Reporting Persons intend to vote any shares of Common Stock they hold against the transaction and would consider various courses of action with the goal of securing maximum value for the Issuer’s shareholders. 

 
 
CUSIP No. 053761102 13D/A Page 10 of 11 Pages

ITEM 5. Interest in Securities of the Issuer

 

Item 5 is amended and restated in its entirety as follows:

 

(a)-(b) The Fund, SCFLLC, Koffler, Bird and Hurwitz may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 2,392,364 shares of Common Stock as of November 7, 2017, which represent 6.19% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 2,392,364

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 2,392,364 

 

Collery may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 2,429,864 shares of Common Stock as of November 7, 2017, which represent 6.29% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 2,429,864

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 2,429,864

 

The Plan may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 37,500 shares of Common Stock as of November 7, 2017, which represent 0.10% of the Issuer’s outstanding shares of Common Stock.

 

(i) Sole power to vote or direct vote: 0

(ii) Shared power to vote or direct vote: 37,500

(iii) Sole power to dispose of or direct the disposition: 0

(iv) Shared power to dispose of or direct the disposition: 37,500

 

For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is assumed to be 38,649,237, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 7, 2017.

 

(c)          There have been nine transactions in the shares of Common Stock by the Reporting Persons during the past sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days by the

Reporting Persons are set forth in Schedule A, and are incorporated herein by reference.

 

(d)          The Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts.

 

Collery, Koffler, Bird and Hurwitz, by virtue of their status as members of SCFLLC, the general partner of the Fund, may be deemed to share with the Fund and SCFLLC the power to vote or direct the vote and to dispose or to direct to dispose the disposition of shares of Common Stock of which the Fund is the direct beneficial owner

 

Collery, by virtue of his status as trustee of the Plan, may be deemed to share with the Plan the power to vote or direct the vote and to dispose or to direct to dispose the disposition of shares of Common Stock of which the Plan is the direct beneficial owner

 

 
 

CUSIP No. 053761102 13D/A Page 11 of 11 Pages

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: November 8, 2017

  SC FUNDAMENTAL VALUE FUND, L.P.
  By: SC Fundamental LLC, its General Partner
     
  By: /s/ Neil H. Koffler
  Name: Neil H. Koffler
  Title:   Member
     
  SC FUNDAMENTAL LLC
     
  By:  /s/ Neil H. Koffler
  Name: Neil H. Koffler
  Title:   Member
     
      /s/ Neil H. Koffler
  Neil H. Koffler as Attorney-in-Fact for
  Peter M. Collery (1)
   
      /s/ Neil H. Koffler
  Neil H. Koffler
   
      /s/ Neil Koffler
  Neil H. Koffler as Attorney-in-Fact for
  John T. Bird (2)
     
      /s/ Neil Koffler
  Neil H. Koffler as Attorney-in-Fact for
  David A. Hurwitz (3)
   
  SC FUND MANAGEMENT PROFIT SHARING PLAN
     
  By: /s/ Peter Collery, its trustee
  Name: Peter Collery
  Title:   Trustee
(1) Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated herein by reference.
     
(2) Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.
     
(3) Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated herein by reference.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 
 

SCHEDULE A

 

Identity of Person Effecting the
Transaction
Date of Transaction  Number of Shares Sold Price Per Share
SC Fundamental Value Fund, L.P. 10/10/2017 125,000 $ 0.8773
SC Fundamental Value Fund, L.P. 10/30/2017 443,001 $ 1.0330

 

Identity of Person Effecting the
Transaction
Date of Transaction  Number of Shares Purchased Price Per Share
SC Fundamental Value Fund, L.P. 10/31/2017 44,520 $ 0.6200
SC Fundamental Value Fund, L.P. 11/1/2017 250,000 $ 0.6020
SC Fundamental Value Fund, L.P. 11/2/2017 114,266 $ 0.5920
SC Fundamental Value Fund, L.P. 11/3/2017 71,222 $ 0.5727
SC Fundamental Value Fund, L.P. 11/3/2017 77,686 $ 0.5685
SC Fundamental Value Fund, L.P. 11/6/2017 35,946 $ 0.5516
SC Fundamental Value Fund, L.P. 11/7/2017 240,660 $ 0.5390

 

These transactions were all open-market transactions.