Tactic Pharma SC 13DTactic Pharma LLC

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

 

 

 

 

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 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .☐

 

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.

 

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The Issuer was initially formed as a Delaware limited liability company in December 2014, with the name Monopar Therapeutics, LLC, at which time Tactic Pharma contributed technology and related assets in exchange for 7,000,000 shares of the Issuer’s common stock, taking into effect subsequent stock splits.

 

In April 2017, the Issuer issued to Tactic Pharma 166,667 shares in exchange for the $1,000,000 (or $6 per share) in a private placement.

 

In August 2017, Tactic Pharma surrendered 2,888,727 shares of common stock back to the Issuer as a contribution to the capital of the Issuer. This resulted in reducing Tactic Pharma’s ownership in Monopar at that time from 79.5% to 69.9%.

 

 

 

 

 

 

 

 

 

 

 

On August 25, 2017, the Issuer executed definitive agreements with Gem Pharmaceuticals, LLC (“Gem”), pursuant to which Gem formed a limited liability company, TacticGem LLC (“TacticGem”) with Tactic Pharma. Gem contributed certain of Gem’s drug candidates’ intellectual property and agreements, along with $5,000,000 in cash (the “Gem Contributed Assets”) to TacticGem for a 42.633% interest, and Tactic Pharma contributed 4,111,273 shares of common stock of the Issuer to TacticGem for a 57.367% interest. Then, TacticGem contributed the Gem Contributed Assets to the Issuer in exchange for 3,055,394 newly issued shares of common stock of the Issuer (31.4% on a fully-diluted basis at that time) (the two contributions collectively, the “Gem Transaction”). The Gem Transaction closed on August 25, 2017.

 

On December 18, 2019, Tactic Pharma purchased 125,000 shares of Common Stock in the Issuer’s initial public offering (the “Offering”) at the public offering price of $8.00 per share. The source of these funds was working capital and cash on hand.

 

As a result of all of the foregoing transactions, Tactic Pharma has sole voting and investment power over 4,402,940 shares of Common Stock, 291,667 of which are held directly and 4,111,273 of which are held indirectly through TacticGem. Due to their roles as managing members of Tactic Pharma, each of the other Reporting Persons may be deemed to share voting and investment power over such shares.

 

In addition, as reflected on the cover page tables, the Reporting Persons other than Tactic Pharma have sole voting and investment power over additional shares of Common Stock acquired individually. On June 10, 2015, Dr. Robinson, Dr. Mazar and Mr. Brown purchased preferred stock which subsequently converted to 14,003, 14,003 and 210,000 shares, respectively, of the Issuer’s common stock at $3.57 per share, taking into effect subsequent stock splits. On June 12, 2015, Dr. O’Halloran, purchased preferred stock which subsequently converted to 14,003 shares of the Issuer’s common stock at $3.57 per share, taking into effect subsequent stock splits. As reflected on the cover pages, Dr. Robinson, Dr. Mazar and Mr. Brown also hold stock options granted to them in connection with their service as directors and officers of the Issuer and are deemed to be the beneficial owners of the underlying shares of options exercisable within 60 days.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Refer to the transactions described in Item 3 above.

 

 

 

In connection with the Offering, Tactic Pharma, Dr. Robinson, Dr. Mazar, and Mr. Brown, and certain other holders of shares of the Issuer’s common stock have entered into Lock-Up Agreements with the Issuer’s underwriters or otherwise agreed that, without the prior written consent of JonesTrading Institutional Services LLC, for a period of 180 days following the Offering, they will not, offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of common stock of the Issuer or securities convertible into or exchangeable or exercisable for any shares of common stock of the Issuer, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock of the Issuer, whether any such aforementioned transaction is to be settled by delivery of the common stock of the Issuer or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Monopar Therapeutics Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.