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)
|
|
Tactic
Pharma LLC
c/o
1000 Skokie Blvd, Ste 350,
Wilmette,
IL, 60091
(847)
388-0349
|
|
(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 12 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
Tactic Pharma 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
DELAWARE
|
|||
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
4,402,940
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
0.00
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
4,402,940
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
0.00
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,402,940
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42%
|
|||
|
14
|
TYPE OF
REPORTING PERSON
OO
|
|||
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 2
of 12 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
ANDREW
MAZAR
|
|||
|
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
|
201,381 (1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
4,402,940
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
201,381
(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
4,402,940
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,604,321
(1)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43% (1)
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
(1) INCLUDES 187,378 STOCK OPTIONS EXERCISABLE WITHIN 60
DAYS
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 3
of 12 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
CHANDLER
ROBINSON
|
|||
|
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
|
204,901
(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
4,402,940
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
204,901
(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
4,402,940
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,607,841
(1)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43%
(1)
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
(1) INCLUDES 190,898 STOCK OPTIONS EXERCISABLE WITHIN 60
DAYS
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 4
of 12 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
THOMAS
O’HALLORAN
|
|||
|
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
|
14,003
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
4,402,940
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
14,003
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
4,402,940
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,416,943
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42%
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 5
of 12 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
MICHAEL
BROWN
|
|||
|
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
|
257,124
(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
4,402,940
|
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
257,124
(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
4,402,940
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,660,064
(1)
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44% (1)
|
|||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
|||
(1) INCLUDES 47,124 STOCK OPTIONS EXERCISABLE WITHIN 60
DAYS
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 6
of 12 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 Tactic Pharma LLC ("Tactic Pharma"), a Delaware
limited liability company, and its managing members Chandler
Robinson, Andrew Mazar, Michael Brown, and Thomas
O’Halloran.
(b)
The address of the
principal place of business for each of the Reporting Persons is
c/o Tactic Pharma LLC, 1000 Skokie Blvd., Ste. 350, Wilmette, IL,
60091.
(c)
The principal
occupation of each of the Reporting Persons is as follows: Dr.
Robinson is the Chief Executive Officer of the Issuer; Dr. Mazar is
the Chief Scientific officer of the Issuer; and Mr. Brown is the
Chief Executive officer of Euronet Worldwide, Inc.; Dr.
O’Halloran is a Professor of Chemistry at Northwestern
University; and Tactic Pharma is a biopharmaceutical investment
holding company.
(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.
|
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%.
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 7
of 12 Pages
|
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.
|
Item 4.
|
Purpose of the Transaction.
|
The
Reporting Persons hold their securities of the Issuer for
investment purposes. Dr. Robinson and Dr. Mazar serve as directors
and executive officers of the Issuer. Mr. Brown serves as a
director of the Issuer. In such capacities, each of these Reporting
Persons participates in the decision-making of the Issuer’s
board of directors and management 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.
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 8
of 12 Pages
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a,b)
Refer to the cover
pages and Item 3 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)
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 transactions described in Item 3 above.
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 these
provisions, other than in connection with the election of
directors, Tactic Pharma has sole voting power of 4,111,273 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 Stock to be distributed to it. Because the Initial
Holding Period has passed, Tactic Pharma has the right to cause the
distribution to it by TacticGem of the 4,111,273 shares attributed
to it. As such, Tactic Pharma has sole dispositive power of these
shares.
Tactic Pharma 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, 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.
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 9
of 12 Pages
|
Item 7.
Material to be filed as Exhibits.
EXHIBIT
A
Agreement of Joint Filing
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 10
of 12 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.
|
|
TACTIC
PHARMA LLC
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Chandler
Robinson
|
|
|
|
|
Chandler
Robinson
Managing
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/ Chandler
Robinson
|
|
|
|
|
Chandler
Robinson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Michael
Brown
|
|
|
|
|
Michael
Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Thomas
O’Halloran
|
|
|
|
|
Thomas
O’Halloran
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Andrew
Mazar
|
|
|
|
|
Andrew
Mazar
|
|
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 11
of 12 Pages
|
EXHIBIT INDEX
|
Exhibit
|
|
Description
|
|
A
|
|
Agreement
of Joint Filing
|
|
CUSIP No. 61023L108
|
SCHEDULE
13D
|
Page 12
of 12 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.
|
|
TACTIC
PHARMA LLC
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/
Chandler
Robinson
|
|
|
|
|
Chandler
Robinson
Managing
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 20, 2019
|
By:
|
/s/ Chandler
Robinson
|
|
|
|
|
Chandler
Robinson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Dated:
December 20, 2019
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By:
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/s/
Michael
Brown
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Michael
Brown
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Dated:
December 20, 2019
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By:
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/s/
Thomas
O’Halloran
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Thomas
O’Halloran
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Dated:
December 20, 2019
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By:
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/s/
Andrew
Mazar
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Andrew
Mazar
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