Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
MONOPAR
THERAPEUTICS INC
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 par value
|
|
(Title
of Class of Securities)
|
|
61023L108
|
|
(CUSIP
Number)
|
|
Gem
Pharmaceuticals LLC
200
Randolph Avenue,
Huntsville,
AL, 35801
(256) 539-6000
|
|
(Name,
address and telephone number of person
authorized
to receive notices and communications)
|
|
December
18, 2019
|
|
(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 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.
————————————————
*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 on the remainder of this cover page shall not
be deemed to be “filed” for purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) 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. 61023L108
|
SCHEDULE
13D
|
Page 1
of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
GEM PHARMACEUTICALS LLC
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
OO
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ALABAMA
|
|||
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
3,055,394
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
0.00
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
3,055,394
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
0.00
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,055,394
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29%
|
|||
|
14
|
TYPE OF
REPORTING PERSON
OO
|
|||
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 2
of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
DIANE
HENDRICKS
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
OO
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
468,750
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
3,055,394
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
468,750
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
3,055,394
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,524,144
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33%
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 3
of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
KARL
LEO
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
OO
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
156,564
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
3,055,394
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
156,564
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
3,055,394
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,958
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30%
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 4
of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
ARTHUR
KLAUSNER
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
OO
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
38,802 (1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
3,055,394
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
38,802
(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
3,055,394
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,094,196
(1)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29%
(1)
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
(1) INCLUDES 38,802 STOCK OPTIONS EXERCISABLE WITHIN 60
DAYS
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 5
of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
PHARMA
INVESTMENTS LLC
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
OO
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Alabama
|
|||
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
0.00
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
3,055,394
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
0.00
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
3,055,394
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,055,394
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29%
|
|||
|
14
|
TYPE OF
REPORTING PERSON
OO
|
|||
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 6
of 11 Pages
|
|
Item 1.
|
Security and Issuer.
|
(a)
The class of equity
securities to which this statement relates is the Common Stock, par
value $0.001 per share (the “Common Stock”), of Monopar
Therapeutics Inc. (the “Issuer”).
(b)
The Issuer’s
principal executive offices are located at 1000 Skokie Blvd., Ste
350, Wilmette, IL, 60091.
|
Item 2.
|
Identity and Background.
|
(a)
The persons and
entities filing this Schedule 13D (the “Reporting
Persons”) are Gem Pharmaceuticals LLC ("Gem"), an Alabama
limited liability company, Diane Hendricks, Karl Leo, Arthur
Klausner, and Pharma Investments LLC, an Alabama limited liability
company (“Pharma”). Other than in connection with the
election of directors as described in Item 6 below, Gem has sole
voting and investment power over 3,055,394 of the shares of common
stock held by TacticGem LLC (“TacticGem”). Diane
Hendricks, Karl Leo, Arthur Klausner, and Pharma Investments LLC
are managers of Gem and collectively share voting control over the
securities beneficially owned by Gem as described herein. Pharma
owns a controlling share of Gem and Diane Hendricks and Karl Leo
own a controlling share of Pharma, so Pharma and its controlling
shareholders have indirect control over the securities described
herein.
(b)
The address of the
principal place of business for each of the Reporting Persons is
c/o Gem Pharmaceuticals LLC, 200 Randolph Ave., Huntsville, AL
35801.
(c)
The principal
occupation of each of the Reporting Persons is as follows: Ms.
Hendricks is the co-founder and chair of ABC Supply co.inc. and Mr.
Klausner is a chief executive officer of a start-up drug
development company; Mr. Leo is an attorney in his own firm; and
Gem and Pharma are investment holding companies.
(d)
During the last
five years, none of the Reporting Persons has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last
five years, none of the Reporting Persons has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was 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 or Amount of Funds or Other Consideration.
|
On
August 25, 2017, the Issuer executed definitive agreements with
Gem, pursuant to which Gem formed Tactic Gem with Tactic Pharma LLC
(“Tactic Pharma”), the Issuer’s largest
shareholder at that time. 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 in TacticGem, and Tactic Pharma
contributed 4,111,273 shares of common stock of the Issuer to
TacticGem for a 57.367% interest in TacticGem. 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.
For
Diane Hendricks, Lines 7 and 9 in the cover page table reflect the
purchase of 468,750 shares of Common Stock in the Issuer’s
initial public offering (the “Offering”) on December
18, 2019 by DMH Business LLC at the public offering price of $8.00
per share of Common Stock. DMH Business LLC purchased the shares
using its own funds. As a manager of DMH Business LLC, Ms.
Hendricks may be deemed to have sole voting and dispositive power
over these shares.
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 7
of 11 Pages
|
For
Karl Leo, Lines 7 and 9 in the cover page table reflect the
purchase of 156,564 shares of Common Stock in the Offering on
December 18, 2019 by KWL Investments II LLC at the public offering
price of $8.00 per share of Common Stock. KWL Investments II LLC
purchased the shares using its own funds. As a manager of KWL
Investments II LLC, Mr. Leo may be deemed to have sold voting and
dispositive power over these shares. In addition, Mr. Leo purchased
313.75 shares of Common Stock in the Offering on December 18, 2019
at the public offering price of $8.00 per share of Common Stock
using his personal funds.
|
Item 4.
|
Purpose of the Transaction.
|
The
Reporting Persons hold their securities of the Issuer for
investment purposes. Mr. Klausner serves as a director of the
Company pursuant to Gem’s nomination rights pursuant to the
TacticGem limited liability agreement described in Item 6 below,
and in such capacity participates in the decision-making process of
the Issuer’s board of directors in the ordinary course.
Depending on the factors discussed herein, the Reporting Persons
may, from time to time, acquire additional Common Stock and/or
retain and/or sell all or a portion of the Common Stock held by the
Reporting Persons in the open market or in privately negotiated
transactions, and/or may distribute the Common Stock held by the
Reporting Persons to their respective members or limited partners.
Any actions the Reporting Persons might undertake will be dependent
upon the Reporting Persons’ review of numerous factors,
including, among other things, the price levels of the Common
Stock, general market and economic conditions, ongoing evaluation
of the Issuer’s business, financial condition, operations and
prospects; the relative attractiveness of alternative business and
investment opportunities, and other future developments. Except as
set forth above, the Reporting Persons have no present plans or
intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a,b)
Refer to the cover
pages and Item 2 above. All percentages are calculated based on
10,587,632 shares of Common Stock outstanding after giving effect
to the issuance of 1,277,778 shares of Common Stock the Offering.
This amount includes full exercise of the underwriters’
option to purchase additional shares. The Offering is expected to
close on December 23, 2019, subject to customary closing
conditions.
(c) &#
xA0;
Except as set forth
in Item 3 above, the Reporting Persons have not effected any
transaction in the securities of the Issuer during the past 60
days.
(d)
Not
applicable.
(e)
Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
|
Refer
to the transaction described in Item 3 above.
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 8
of 11 Pages
|
The
limited liability company agreement of TacticGem provides that the
manager will vote its shares of the Issuer to elect to the Board of
Directors of the Issuer those persons nominated by Tactic Pharma
plus one person nominated by Gem. The
Gem board nomination right terminated upon the Issuer’s
listing on the Nasdaq Capital Market in connection with the
Offering. Additionally, other than in the elections of
directors the limited liability company agreement requires
TacticGem to pass through votes to its members in proportion to
their membership percentages in TacticGem. Pursuant to this
provision, other than in connection with the election of directors,
Gem has sole voting power of 3,055,394 of the shares of Common
Stock held by TacticGem. In addition, after an initial holding period, which ends after the
Issuer has been subject to the reporting requirements of the
Exchange Act and has filed all required reports for a period of at
least 12 months (the “Initial Holding Period”), either
member of TacticGem can cause up to its proportionate shares of
Common to be distributed to it. Because the Initial Holding Period
has passed, Gem has the right to cause the distribution to it by
TacticGem of the 3,055,394 shares attributed to it. As such, Gem
has sole dispositive power of these shares.
Gem also has certain registration rights pursuant to an agreement
between the Issuer and TacticGem, which obligates the Issuer to
file Form S-3 or other appropriate form of registration statement
covering the resale of Common Stock by TacticGem, Gem, or Tactic
Pharma, upon direction by TacticGem.
In
connection with the Offering, Gem, Arthur Klausner 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.
|
Item 7.
|
Material to be filed as Exhibits.
|
EXHIBIT
A
Agreement of Joint
Filing
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 9
of 11 Pages
|
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.
|
|
GEM
PHARMACEUTICALS LLC
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/ Karl
Leo
|
|
|
|
|
Karl
Leo
Managing
Member
|
|
|
|
|
|
|
|
|
PHARMA
INVESTMENTS LLC
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Diane
Hendricks
|
|
|
|
|
Diane
Hendricks
Managing
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Diane
Hendricks
|
|
|
|
|
Diane
Hendricks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Karl
Leo
|
|
|
|
|
Karl
Leo
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Arthur
Klausner
|
|
|
|
|
Arthur
Klausner
|
|
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 10
of 11 Pages
|
EXHIBIT INDEX
|
Exhibit
|
|
Description
|
|
A
|
|
Agreement
of Joint Filing
|
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 11
of 11 Pages
|
EXHIBIT A
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.
|
|
GEM
PHARMACEUTICALS LLC
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/ Karl
Leo
|
|
|
|
|
Karl
Leo
Managing
Member
|
|
|
|
|
|
|
|
|
PHARMA
INVESTMENTS LLC
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Diane
Hendricks
|
|
|
|
|
Diane
Hendricks
Managing
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Diane
Hendricks
|
|
|
|
|
Diane
Hendricks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Karl
Leo
|
|
|
|
|
Karl
Leo
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Arthur
Klausner
|
|
|
|
|
Arthur
Klausner
|
|