|
o
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
|
CUSIP
NO. 75382F106
|
Page
2 of 6
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Flower
Ventures, LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED
BY
EACH REPORTING
PERSON
WITH
|
5.
SOLE VOTING POWER
|
757,497
*
|
|
|
6.
SHARED VOTING POWER
|
0
|
||
|
7.
SOLE DISPOSITIVE POWER
|
757,497
*
|
||
|
8.
SHARED DISPOSITIVE POWER
|
0
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 757,497 *
|
||
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.02%**
|
||
|
12.
|
TYPE
OF REPORTING PERSON: OO
|
||
|
CUSIP
NO. 75382F106
|
Page
3 of 6
|
|
Item
1.
|
||
|
(a)
|
Name
of Issuer:
Raptor
Pharmaceutical Corp.
|
|
|
(b)
|
Address
of Issuer's Principal Executive Offices:
9
Commercial Blvd, Suite 200, Novato, California,
94949
|
|
|
Item
2.
|
||
|
(a)
|
Name of Person
Filing:
Flower
Ventures, LLC
|
|
|
(b)
|
Address of Principal Business
Office or, if None, Residence:
1025
Cotorro Avenue, Coral Gables, FL 33416
|
|
|
(c)
|
Citizenship:
Flower
Ventures, LLC is a Delaware limited liability company.
|
|
|
(d)
|
Title
of Class of Securities:
Common
Stock, par value $.001 per share
|
|
|
(e)
|
CUSIP
Number:
75382F106
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a:
|
||
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
|
|
|
(b)
|
o
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
|
(c)
|
o
|
Insurance
Company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
|
(d)
|
o
|
Investment
Company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
|
(e)
|
o
|
An
investment adviser in accordance with Rule
240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with Rule
240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
|
CUSIP
NO. 75382F106
|
Page
4 of 6
|
|
(j)
|
o
|
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(J).
|
|
|
If
this statement is filed pursuant to Rule 13d-1(c), check this box x
|
|||
|
Item
4.
|
Ownership.
|
||
|
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
|
|||
|
(a)
|
Amount
Beneficially Owned: 757,497*
|
|||
|
The
Reporting Person acquired the securities being reported directly from
Raptor Pharmaceutical Corp. (“Raptor Pharmaceutical”) in exchange for
4,250,133 shares of Raptor Pharmaceuticals Corp. (“Raptor
Pharmaceuticals”). On September 29, 2009, TorreyPines Therapeutics, Inc.
(“TorreyPines”) and Raptor Pharmaceuticals consummated a stock-for-stock
reverse triangular merger, pursuant to which a wholly owned subsidiary of
TorreyPines merged with and into Raptor Pharmaceuticals, with Raptor
Pharmaceuticals continuing as a wholly owned subsidiary of TorreyPines. In
connection with the merger, a 1:17 reverse stock split occurred and
TorreyPines changed its name to Raptor Pharmaceutical Corp. (“Raptor
Pharmaceutical”). As a result of the merger, each outstanding share of
common stock of Raptor Pharmaceuticals was converted into the right to
receive .2331234 shares of common stock of Raptor Pharmaceutical on a post
1:17 reverse split basis. Flower Ventures, LLC, as a shareholder of Raptor
Pharmaceuticals, received 757,497 shares of common stock of Raptor
Pharmaceutical and warrants to purchase 233,309 shares of Raptor
Pharmaceutical’s common stock.
|
||||
|
(b)
|
Percent
of Class:
|
|||
|
4.02%
**
|
||||
|
(c)
|
Number
of shares as to which such person has:
|
|||
|
(i)
|
sole
power to vote or to direct the vote
|
757,497
*
|
||
|
(ii)
|
shared
power to vote or to direct the vote
|
0
|
||
|
(iii)
|
sole
power to dispose or to direct the disposition of
|
757,497
*
|
||
|
(iv)
|
shared
power to dispose or to direct the disposition of
|
0
|
||
|
CUSIP
NO. 75382F106
|
Page
5 of 6
|
|
Item
5.
|
Ownership
of Five Percent or Less of Class.
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: x
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
|
Not
Applicable.
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
|
|
Not
Applicable.
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
Not
Applicable.
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Not
Applicable.
|
|
|
Item
10.
|
Certification.
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
|
|
CUSIP
NO. 75382F106
|
Page
6 of 6
|
|
FLOWER
VENTURES, LLC
|
|
By:
/s/ Nicholas Stergis
|
|
Name:
Nicholas Stergis
Title:
Managing Member
|