SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULED 13D-2(A) UNDER THE SECURITIES ACT OF 1934 NEUROGESX, INC. (Name of Issuer) Common Stock 641252101 (Title of class of securities) (CUSIP number) Moshe Arkin 6 Hachoshlim Street Herzelia 46724, Israel Telephone: 972-9-788-3330 Sphera Funds Management Ltd. Platinum House, 21 Ha'arba'ah Street Tel-Aviv 64739, Israel Attention: David Lieber, CEO Telephone: 972-3-684-5535 (Name, address and telephone number of person authorized to receive notices and communications) FEBRUARY 10, 2010 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Section 240.13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. (Continued on following pages)
- ------------------- ------------------- CUSIP NO. 641252101 13D Page 2 of 16 - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Moshe Arkin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,618,107 (1) NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 981,930 (1)(2) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,618,107 (1) PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 981,930 (1)(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.40% (1)(2)(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IN - -------------------------------------------------------------------------------- (1) This figure is as of February 10, 2010. (2) This figure includes 686,746 shares beneficially owned directly by the Healthcare Fund Entities. This figure also includes 235,897 shares beneficially owned directly by the Sphera Fund Entities and 59,287 shares beneficially owned directly by the Puma Fund Entities (Healthcare Fund Entities, Sphera Fund Entities, and Puma Fund Entities are each defined later in Item 2) because the reporting persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Moshe Arkin disclaims existence of a group and beneficial ownership of all such shares (as described later in Items 5(a) and (b)). (3) Based on 17,644,035 shares of common stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 9, 2009). 2
- ------------------- ------------------- CUSIP NO. 641252101 13D Page 3 of 16 - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON M. Arkin (1999) Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 981,930 (1)(2) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 981,930 (1)(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 981,930 (1)(2) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.57% (1)(2)(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) CO - -------------------------------------------------------------------------------- (1) This figure is as of February 10, 2010. (2) This figure includes 686,746 shares beneficially owned directly by the Healthcare Fund Entities. This figure also includes 235,897shares beneficially owned directly by the Sphera Fund Entities, and 59,287 shares beneficially owned directly by the Puma Fund Entities (Healthcare Fund Entities, Sphera Fund Entities, and Puma Fund Entities are each defined later in Item 2) since the reporting persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. M. Arkin (1999) Ltd. disclaims existence of a group and beneficial ownership of all such shares (as described later in Items 5(a) and (b)). (3) Based on 17,644,035 shares of common stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009). 3
- ------------------- ------------------- CUSIP NO. 641252101 13D Page 4 of 16 - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Sphera Funds Management Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,600,037 (1)(2) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.40% (1)(2)(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) CO - -------------------------------------------------------------------------------- (1) This figure is as of February 10, 2010. (2) This figure includes 2,618,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Sphera Funds Management Ltd. disclaims existence of a group and beneficial ownership of such shares (as described later in Items 5(a) and (b)). (3) Based on 17,644,035 shares of common stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009). 4
- ------------------- ------------------- CUSIP NO. 641252101 13D Page 5 of 16 - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Israel Mor - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,600,037 (1)(2) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.40% (1)(2)(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IN - -------------------------------------------------------------------------------- (1) This figure is as of February 10, 2010. (2) This figure includes 2,618,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Israel Mor disclaims existence of a group and beneficial ownership of such shares (as described later in Items 5(a) and (b)). (3) Based on 17,644,035 shares of common stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009). 5
- ------------------- ------------------- CUSIP NO. 641252101 13D Page 6 of 16 - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Doron Breen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel and U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,600,037 (1)(2) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.40% (1)(2)(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IN - -------------------------------------------------------------------------------- (1) This figure is as of February 10, 2010. (2) This figure includes 2,618,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Doron Breen disclaims existence of a group and beneficial ownership of such shares (as described later in Items 5(a) and (b)). (3) Based on 17,644,035 shares of common stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009). 6
- ------------------- ------------------- CUSIP NO. 641252101 13D Page 7 of 16 - ------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Ron Senator - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel and U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER - NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,600,037 (1)(2) OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,037 (1)(2) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.40% (1)(2)(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See instructions) IN - -------------------------------------------------------------------------------- (1) This figure is as of February 10, 2010. (2) This figure includes 2,618,107 shares beneficially owned directly by Moshe Arkin (regarding which the cover page for Mr. Arkin indicates that he has sole voting and dispositive power) since the reporting persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Ron Senator disclaims existence of a group and beneficial ownership of such shares (as described later in Items 5(a) and (b)). (3) Based on 17,644,035 shares of common stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009). 7
ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to the common stock (the "Common Stock") of NeurogesX, Inc., a company organized under the laws of Delaware ("NeurogesX"). The address of the principal executive office of NeurogesX is 2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed jointly by Moshe Arkin, M. Arkin (1999) Ltd. (the "1999 Company"), Sphera Funds Management Ltd. ("SFML"), Israel Mor, Doron Breen, and Ron Senator (collectively, the "Reporting Persons.") The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto. A portion of the securities reported herein are beneficially owned by Sphera Global Healthcare Fund, which invests substantially all of its assets in Sphera Global Healthcare Master Fund. Sphera Global Healthcare Fund and Sphera Global Healthcare Master Fund have delegated all investment decision-making to Sphera Global Healthcare Management L.P. (the "Management Company"). The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd. (the "General Partner"), the shares of which are owned 50% by the 1999 Company and 50% by SFML. The 1999 Company, which is wholly-owned by Mr. Arkin, who serves as its chairman (the 1999 Company has no other officers or directors), and SFML are each entitled to appoint two members to the board of directors of the General Partner (the "Board of Directors") and two members to the investment committee of the Management Company (the "Investment Committee"), which reviews all investment decisions by the Management Company and determines the investment guidelines and strategy to be implemented. Mr. Arkin is currently one of the 1999 Company's two appointments to the Investment Committee. Mr. Breen is currently one of SFML's two appointments both to the Board of Directors and to the Investment Committee. There are currently four members both of the Board of Directors and of the Investment Committee, and no decision can be made by either body without the consent of both Mr. Arkin's designees and the designees of SFML (Sphera Global Healthcare Fund, Sphera Global Healthcare Master Fund, the Management Company, and the General Partner are referred to collectively in this Schedule 13D as "Healthcare Fund Entities"). SFML may also be considered the beneficial owner of shares held by Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P., each of which invest substantially all of its assets in Sphera Master Fund L.P. ("Sphera Master"). SFML owns 100% of Sphera Fund G.P. Ltd., which acts as the general partner of Sphera GP L.P., which in turn serves as the general partner of Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. Sphera GP L.P. has delegated its investment management authority with respect to Sphera Master, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. to SFML (Sphera Master Fund L.P., Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund - Global L.P., Sphera GP L.P., and Sphera Fund G.P. Ltd. are referred to collectively in this Schedule 13D as "Sphera Fund Entities"). SFML may also be considered the beneficial owner of shares held by Puma Sphera, which invests substantially all of its assets in Puma Sphera Master Fund, which in turn has appointed Puma Sphera Management (Cayman) Limited to provide investment management services to Puma Sphera and Puma Sphera Master Fund. Pursuant to an agreement, SFML provides Puma Sphera Management (Cayman) Limited with certain investment services, including the power to make investment decisions guided by a trading strategy adopted by Puma Sphera Management (Cayman) Limited (Puma Sphera, Puma Sphera Master Fund, and Puma Sphera Management (Cayman) Limited are referred to collectively in this Schedule 13D as "Puma Fund Entities"). In addition, 62.09% of the shares of SFML are owned by companies controlled or wholly-owned by the three founders of SFML, Israel Mor, Doron Breen, and Ron Senator (the "Founders").(1) Under a shareholders agreement, the Founders currently have the power to appoint three of five members of the board of directors of SFML and each currently serves as a director. Thus, the Founders may be considered the beneficial owners of any shares beneficially owned by SFML. The two remaining directors of SFML are Ehud Gelbard and Itschak Shrem (Mr. Shrem also sits on the Board of Directors of the Sphera Global Healthcare GP Ltd.). David Lieber is SFML's CEO and only officer. --------------- (1) Israel Mor owns 22.07% of the shares of SFML through Mor Miter Holdings Ltd., a company wholly-owned by Mor Miter (2004) Ltd., which in turn is 55%-owned by Israel Mor and 45%-owned by his wife, Miriam Mor. Doron Breen owns 22.07% of the shares of SFML through Kerendor Ltd., a company wholly-owned by Kerendor Holdings 2004 Ltd., which in turn is wholly-owned by Doron Breen. Ron Senator owns 17.95% of the shares of SFML through R.Y. Senator Investments Ltd., a company wholly-owned by Lenrock Holdings Ltd., which in turn is wholly-owned by Ron Senator. 8
Set forth on SCHEDULE 1 hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of the Reporting Persons and the entities and individuals mentioned in this Item 2, including directors and executive officers of each Reporting Person (if any). During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 of this report has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have the Reporting Persons or such entities or individuals during this period been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Arkin used $19,918,508 in personal funds to purchase 2,618,107 shares of Common Stock of NeurogesX. The Healthcare Fund Entities used $5,126,132 of investor subscriptions to purchase 686,746 shares of Common Stock of NeurogesX. The Sphera Fund Entities used $2,001,075 of investor subscriptions to purchase 235,897 shares of Common Stock of NeurogesX. The Puma Fund Entities used $503,831 of investor subscriptions to purchase 59,287 shares of Common Stock of NeurogesX. ITEM 4. PURPOSE OF TRANSACTION. None of the Reporting Persons nor any of the entities or individuals mentioned in Item 2 of this report has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although each Reporting Person, entity, and individual reserves the right to develop such plans). The Reporting Persons, entities, and individuals mentioned in Item 2 of this report intend to review the performance of their investment in NeurogesX from time to time. Depending on various factors, including the business, prospects and financial position of NeurogesX, the current and anticipated future price levels of the Common Stock and currency exchange rates, the conditions in the securities markets and general economic and industry conditions, as well as the other investment opportunities available to them, the Reporting Persons, entities, and individuals will take such actions with respect to their investment in NeurogesX as they deem appropriate in light of the circumstances existing from time to time. The Reporting Persons, entities, and individuals may purchase additional Common Stock of NeurogesX or may, and hereby reserve the right to, dispose of some or all of their holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including derivative transactions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of February 10, 2010, Sphera Global Healthcare Master Fund is deemed to be the direct beneficial owner of 686,746 shares of Common Stock, which represents 3.89% of the shares of Common Stock outstanding. Sphera Global Healthcare Master Fund has shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, such shares with Sphera Global Healthcare Fund, Sphera Global Healthcare Management L.P., Sphera Global Healthcare GP Ltd., SFML, Israel Mor, Doron Breen, Ron Senator, the 1999 Company, and Moshe Arkin, each of which may therefore be deemed the indirect beneficial owner of such shares. 9
As of February 10, 2010, Sphera Master Fund L.P. is deemed to be the direct beneficial owner of 235,897 shares of Common Stock, which represents 1.34% of the shares of Common Stock outstanding. As of December 31, 2009, Sphera Fund L.P., Sphera Fund (NIS) L.P., and Sphera Fund - Global L.P. have ownership interests of 60.29%, 31.03%, and 8.68%, respectively, in Sphera Master. Sphera Master Fund L.P. has shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, such shares with Sphera Fund L.P., Sphera Fund (NIS) L.P., Sphera Fund - Global L.P., Sphera GP L.P., Sphera Fund G.P. Ltd., SFML, Israel Mor, Doron Breen, and Ron Senator, each of which may therefore be deemed the indirect beneficial owner of such shares. As of February 10, 2010, Puma Sphera Master Fund is deemed to be the direct beneficial owner of 59,287 shares of common stock of NeurogesX, Inc., which represents 0.34% of the shares of Common Stock outstanding. Puma Sphera Master Fund has shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, such shares with Puma Sphera, Puma Sphera Management (Cayman) Limited, SFML, Israel Mor, Doron Breen, and Ron Senator, each of which may therefore be deemed the indirect beneficial owner of such shares. As of February 10, 2010, Mr. Arkin is deemed to be the direct beneficial owner of 2,618,107 shares of Common Stock, which represents 14.84% of the shares of Common Stock outstanding. Mr. Arkin has sole voting and dispositive power over these shares. In addition, Mr. Arkin may be deemed the indirect beneficial owner of 686,746 shares of Common Stock beneficially owned by the Healthcare Fund Entities and, because the Reporting Persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act, Mr. Arkin may be deemed the indirect beneficial owner of shares beneficially owned by SFML, including 235,897 shares of Common Stock held by the Sphera Fund Entities, and 59,287 shares of Common Stock held by the Puma Fund Entities. Mr. Arkin may be deemed to have shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, the 981,930 shares of Common Stock held by the Healthcare Fund Entities, the Sphera Fund Entities, and the Puma Fund Entities, representing 5.57% of the shares of Common Stock outstanding. The total shares beneficially owned by Mr. Arkin as of February 10, 2010 was 3,600,037, which represents 20.40% of the shares of Common Stock outstanding. The 1999 Company may be deemed the indirect beneficial owner of 686,746 shares of Common Stock beneficially owned by the Healthcare Fund Entities and, because the Reporting Persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act, the 1999 Company may be deemed the indirect beneficial owner of shares beneficially owned by SFML, including 235,897 shares of Common Stock held by the Sphera Fund Entities, and 59,287 shares of Common Stock held by the Puma Fund Entities. The 1999 Company may be deemed to have shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, the 981,930 shares of Common Stock held by the Healthcare Fund Entities, the Sphera Fund Entities, and the Puma Fund Entities, representing 5.57% of the shares of Common Stock outstanding. SFML may be deemed the indirect beneficial owner of 686,746 shares of Common Stock held by the Healthcare Fund Entities, 235,897 shares of Common Stock held by the Sphera Fund Entities, and 59,287 shares of Common Stock held by the Puma Fund Entities. In addition, because the Reporting Persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act, SFML may be deemed the indirect beneficial owner of 2,618,107 shares of Common Stock beneficially owned by Mr. Arkin. SFML may be deemed to have shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, the 3,600,037 shares of Common Stock held by the Healthcare Fund Entities, the Sphera Fund Entities, the Puma Fund Entities, and Mr. Arkin, representing 20.40% of the shares of Common Stock outstanding. The Founders of SFML may be considered the indirect beneficial owners of any shares beneficially owned by SFML, including 686,746 shares of Common Stock held by the Healthcare Fund Entities, 235,897 shares of Common Stock held by the Sphera Fund Entities, and 59,287 shares of Common Stock held by the Puma Fund Entities. In addition, because the Reporting Persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act, each of the Founders may be deemed the indirect beneficial owner of 2,618,107 shares of Common Stock beneficially owned by Mr. Arkin. Each of the Founders may be deemed to have shared power to vote, or to direct the voting of, and the shared power to dispose of, or to direct the disposition of, the 3,600,037 shares of Common Stock held by the Healthcare Fund Entities, the Sphera Fund Entities, the Puma Fund Entities, and Mr. Arkin, representing 20.40% of the shares of Common Stock outstanding. 10
In addition to the above holdings, Ehud Gelbard is the sole beneficial owner of 6,000 shares of Common Stock held in a personal account, which represent 0.03% of the shares of Common Stock outstanding. Mr. Gelbard has the sole power to vote, or to direct the vote, and the sole power to dispose of, or to direct the disposition of, such shares. In addition, Itschak Shrem is the sole beneficial owner of 25,000 shares of Common Stock held in a personal account, which represent 0.14% of the shares of Common Stock outstanding. Mr. Shrem has the sole power to vote, or to direct the vote, and the sole power to dispose of, or to direct the disposition of, such shares. Except for the shares of Common Stock beneficially owned directly by Mr. Arkin, each entity and natural person named in this Schedule 13D (including Mr. Arkin) disclaims beneficial ownership of the shares of Common Stock described in this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any such entity or individual is the beneficial owner of the shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose. The Reporting Persons named in this Schedule 13D may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Exchange Act or for any other purpose, and each of the Reporting Persons named in this Schedule 13D disclaims the existence of any such group. (c) In the last 60 days, the below-listed transactions in Common Stock, or securities convertible into, or exercisable for, or exchangeable for Common Stock, were consummated by persons referenced in Item 2 (each of which was effected in ordinary brokerage transactions). PURCHASE OR SALE PERSON OR ENTITY DATE NUMBER OF SHARES BUY OR SELL PRICE PER SHARE ($) - ----------------------- -------------------- -------------------- -------------------- -------------------- Moshe Arkin 1/14/2010 3,736 Buy 7.106 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/15/2010 9,800 Buy 7.096 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/19/2010 209 Buy 7.120 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/20/2010 1,300 Buy 7.119 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/21/2010 8,768 Buy 7.108 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/22/2010 7,200 Buy 7.200 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/25/2010 2,199 Buy 7.204 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/26/2010 4,422 Buy 7.165 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/27/2010 6,284 Buy 7.114 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/2/2010 2,000 Buy 7.265 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/3/2010 13,152 Buy 7.233 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/4/2010 9,547 Buy 7.249 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/5/2010 704 Buy 7.257 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/8/2010 21,000 Buy 7.227 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/9/2010 19,795 Buy 7.270 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/10/2010 43,700 Buy 7.278 - ----------------------- -------------------- -------------------- -------------------- -------------------- Sphera Global Healthcare Master Fund 12/9/2010 10,000 Buy 7.4448 - ----------------------- -------------------- -------------------- -------------------- -------------------- 12/10/2010 8,000 Buy 7.7591 - ----------------------- -------------------- -------------------- -------------------- -------------------- 12/11/2010 5,600 Buy 7.7941 - ----------------------- -------------------- -------------------- -------------------- -------------------- 12/14/2010 3,600 Buy 7.8161 - ----------------------- -------------------- -------------------- -------------------- -------------------- 12/29/2010 3,100 Buy 7.3701 - ----------------------- -------------------- -------------------- -------------------- -------------------- 12/30/2010 2,500 Buy 7.6043 - ----------------------- -------------------- -------------------- -------------------- -------------------- 12/31/2010 2,400 Buy 7.8063 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/4/2010 5,000 Buy 7.6636 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/7/2010 2,500 Buy 7.0918 - ----------------------- -------------------- -------------------- -------------------- -------------------- 1/29/2010 5,521 Buy 7.0631 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/10/2010 33,700 Buy 7.2783 - ----------------------- -------------------- -------------------- -------------------- -------------------- Sphera Master Fund L.P. 2/9/2010 2,000 Buy 7.2024 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/9/2010 500 Buy 7.2024 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/10/2010 10,000 Buy 7.2845 - ----------------------- -------------------- -------------------- -------------------- -------------------- Itschak Shrem 2/10/10 2,756 Buy 7.339 - ----------------------- -------------------- -------------------- -------------------- -------------------- 2/11/10 2,244 Buy 7.353 - ----------------------- -------------------- -------------------- -------------------- -------------------- 11
(d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock referred to in this Item 5. Percentages set forth in this Schedule 13D were calculated based on 17,644,035 shares of Common Stock outstanding as of October 31, 2009 (as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2009). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: 1 Agreement of Joint Filing 2 Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin (incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by Moshe Arkin, M. Arkin (1999) Ltd., Sphera Global Healthcare GP Ltd., Sphera Global Healthcare Management L.P., Sphera Global Healthcare Fund, and Sphera Global Healthcare Master Fund on August 13, 2009 (the "Original Schedule 13G)). 3 Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin as Chairman M. Arkin (1999) Ltd. (incorporated herein by reference to Exhibit 3 to the Original Schedule 13G). 12
SIGNATURES 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. February 22, 2010 MOSHE ARKIN /s/ Menachem Inbar ---------------------------- By: Menachem Inbar* Title: Attorney-in-fact M. ARKIN (1999) LTD. /s/ Menachem Inbar ---------------------------- By: Menachem Inbar** Title: Attorney-in-fact for Moshe Arkin, Chairman of M. Arkin (1999) Ltd. SPHERA FUNDS MANAGEMENT LTD. /s/ David Lieber ---------------------------- By: David Lieber Title: CEO ISRAEL MOR /s/ Israel Mor ---------------------------- By: Israel Mor DORON BREEN /s/ Doron Breen ---------------------------- By: Doron Breen RON SENATOR /s/ Ron Senator ---------------------------- By: Ron Senator * Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin (incorporated herein by reference to Exhibit 2 to the Original Schedule 13G). ** Duly authorized under Special Power of Attorney appointing Menachem Inbar attorney-in-fact, dated August 12, 2009 by and on behalf of Moshe Arkin as Chairman M. Arkin (1999) Ltd. (incorporated herein by reference to Exhibit 3 to the Original Schedule 13G). 13
SCHEDULE 1 NATURAL PERSONS NAME, PRINCIPAL BUSINESS, BUSINESS ADDRESS PRESENT PRINCIPAL AND ADDRESS OF ENTITY IN NATURAL PERSON (UNLESS OTHERWISE OCCUPATION OR WHICH SUCH EMPLOYMENT IS NAME NOTED) EMPLOYMENT CONDUCTED CITIZENSHIP - ------------------ --------------------- --------------------- ---------------------------- ------------- Moshe Arkin 6 Hachoshlim St., Investing personal Self-employed Israel Herzelia 46724, funds. Israel 6 Hachoshlim St., Herzelia 46724, Israel - ------------------ --------------------- --------------------- ---------------------------- ------------- Israel Mor c/o Sphera Funds Managing partner of Has service agreement with Israel Management Ltd., Sphera Funds Sphera Funds Management Platinum House, 21 Management Ltd. and Ltd. Ha'arba'ah Street, portfolio manager Tel-Aviv 64739, of Sphera Master (principal business and Israel Fund L.P. address provided separately) - ------------------ --------------------- --------------------- ---------------------------- ------------- Doron Breen c/o Sphera Funds Managing partner of Has service agreement with U.S. and Management Ltd., Sphera Funds Sphera Funds Management Israel Platinum House, 21 Management Ltd. and Ltd. Ha'arba'ah Street, Sphera Global Tel-Aviv 64739, Healthcare (principal business and Israel Management LP, and address provided portfolio manager separately) of Sphera Global Healthcare Master Fund - ------------------ --------------------- --------------------- ---------------------------- ------------- Ron Senator c/o Sphera Funds Managing partner of Has service agreement with U.S. and Management Ltd., Sphera Funds Sphera Funds Management Israel Platinum House, 21 Management Ltd. and Ltd. Ha'arba'ah Street, portfolio manager Tel-Aviv 64739, of Sphera Master (principal business and Israel Fund L.P. address provided separately) - ------------------ --------------------- --------------------- ---------------------------- ------------- Itschak Shrem c/o Shrem Fudim Chairman and Has service agreement with Israel Group Ltd, Platinum co-founder of Shrem Shrem Fudim Group Ltd., House, 21 Fudim Group Ltd. which is an Israeli-based Ha'arba'ah Street, investment firm with Tel-Aviv 64739, operations and investments Israel primarily concentrated in financial services, industrial and advanced technology companies, venture capital, communications and media, and real estate and infrastructure. 21 Ha'arba'ah Street, Tel-Aviv 64739, Israel - ------------------ --------------------- --------------------- ---------------------------- ------------- Ehud Gelbard 18 Halon Street, Self-employed Works from home Israel Raanana 43572, businessman Israel (residential address provided separately) (residential address) - ------------------ --------------------- --------------------- ---------------------------- ------------- David Lieber c/o Sphera Funds CEO of Sphera Funds Sphera Funds Management U.S. and Management Ltd., Management Ltd. Ltd. Israel Platinum House, 21 Ha'arba'ah Street, (principal business and Tel-Aviv 64739, address provided Israel separately) - ------------------ --------------------- --------------------- ---------------------------- ------------- 14
ENTITIES ADDRESS OF PRINCIPAL ENTITY BUSINESS AND PRINCIPAL NAME PLACE OF ORGANIZATION PRINCIPAL BUSINESS OFFICE - ---------------------------- ------------------------- ------------------------- ------------------------- M. Arkin (1999) Ltd. Israel Company Mr. Arkin 6 Hachoshlim St., utilizes to make Herzelia 46724, Israel investments. - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Funds Management Israel Investment manager and Platinum House, 21 Ltd. investment services Ha'arba'ah Street, provider Tel-Aviv 64739, Israel - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Global Healthcare Cayman Islands "Mutual Fund" under the c/o Maples Corporate Fund Mutual Funds Law (2009 Services Limited, PO Revision) of the Cayman Box 309, Ugland House, Islands, invests Grand Cayman KY1-1104, substantially all of Cayman Islands its assets in Sphera Global Healthcare Master Fund - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Global Healthcare Cayman Islands "Mutual Fund" under the c/o Maples Corporate Master Fund Mutual Funds Law (2009 Services Limited, PO Revision) of the Cayman Box 309, Ugland House, Islands, invests Grand Cayman KY1-1104, primarily, but not Cayman Islands exclusively, in equity related securities in the global healthcare industry - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Global Healthcare Israel Investment Manager Platinum House, 21 Management L.P. Ha'arba'ah Street, Tel-Aviv 64739, Israel - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Global Healthcare Israel General partner of Platinum House, 21 GP Ltd. Sphera Global Ha'arba'ah Street, Healthcare Management Tel-Aviv 64739, Israel L.P. - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Fund L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate under the Mutual Funds Services (BVI) Limited Act of 1996 (as P.O. Box 173 amended) of the British Road Town, Tortola Virgin Islands, invests British Virgin Islands substantially all of its assets in Sphera Master Fund L.P. - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Fund (NIS) L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate under the Mutual Funds Services (BVI) Limited, Act of 1996 (as P.O. Box 173, Road amended) of the British Town, Tortola, British Virgin Islands, invests Virgin Islands substantially all of its assets in Sphera Master Fund L.P. - ---------------------------- ------------------------- ------------------------- ------------------------- 15
ENTITY BUSINESS AND PRINCIPAL NAME PLACE OF ORGANIZATION PRINCIPAL BUSINESS OFFICE - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Fund - Global L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate under the Mutual Funds Services (BVI) Limited, Act of 1996 (as P.O. Box 173, Road amended) of the British Town, Tortola, British Virgin Islands, invests Virgin Islands substantially all of its assets in Sphera Master Fund L.P. - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Master Fund L.P. British Virgin Islands "Professional Fund" c/o Maples Corporate under the Mutual Funds Services (BVI) Limited, Act of 1996 (as P.O. Box 173, Road amended) of the British Town, Tortola, British Virgin Islands invests Virgin Islands primarily, but not exclusively, in the securities of Israeli and Israeli-related companies listed on stock exchanges in Israel, the U.S., and Europe. - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera Fund G.P. Ltd. Israel General partner of Platinum House, 21 Sphera GP L.P. Ha'arba'ah Street, Tel-Aviv 64739, Israel - ---------------------------- ------------------------- ------------------------- ------------------------- Sphera GP L.P. British Virgin Islands General partner of c/o Maples Corporate Sphera Fund L.P., Services (BVI) Limited, Sphera Fund (NIS) L.P., P.O. Box 173, Road Sphera Fund - Global Town, Tortola, British L.P., and Sphera Master Virgin Islands Fund L.P., and limited partner of Sphera Global Healthcare Management LP. - ---------------------------- ------------------------- ------------------------- ------------------------- Puma Sphera Cayman Islands An open-ended Walker House, 87 Mary multi-class exempted Street, George Town, company incorporated Grand Cayman KY1-9002, with limited Cayman Islands liabilities, invests substantially all of its assets in Puma Sphera Master Fund. - ---------------------------- ------------------------- ------------------------- ------------------------- Puma Sphera Master Fund Cayman Islands An open-ended Walker House, 87 Mary multi-class exempted Street, George Town, company incorporated Grand Cayman KY1-9002, with limited Cayman Islands liabilities, invests primarily, but not exclusively, in the securities of Israeli and Israeli-related companies listed on stock exchanges in Israel, the U.S., and Europe. - ---------------------------- ------------------------- ------------------------- ------------------------- Puma Sphera Management Cayman Islands Investment Manager Walker House, 87 Mary (Cayman) Limited Street, George Town, Grand Cayman KY1-9002, Cayman Islands - ---------------------------- ------------------------- ------------------------- ------------------------- 16