Sec Form 13D Filing - TardiMed Sciences LLC filing for TIMBER PHARMACEUTICALS INC (TMBRQ) - 2021-06-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

Timber Pharmaceuticals, Inc.

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(Name of Issuer)

 

Common Stock, $0.001 par value per share

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(Title of Class of Securities)

 

887080109

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(CUSIP Number)

 

Michael Derby TardiMed Sciences LLC 303 South Broadway, Suite 125 Tarrytown, NY 10591 Telephone: (201) 645-4765

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 28, 2021

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(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No. 887080109
1		NAME OF REPORTING PERSON   TardiMed Sciences LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7		SOLE VOTING POWER   4,783,982*
			8		SHARED VOTING POWER   0
			9		SOLE DISPOSITIVE POWER   4,783,982*
			10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,783,982*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%*†
14		TYPE OF REPORTING PERSON   OO

* See Item 5 for additional information.

† Percentage calculated based upon 36,843,045 shares of common stock, par value $0.001 per share (the “Common Stock”), of Timber Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), outstanding as of May 4, 2021, based on information disclosed by the Issuer in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed May 11, 2021.

 

 

CUSIP No. 887080109
1		NAME OF REPORTING PERSON   Michael Derby
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States Of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7		SOLE VOTING POWER   4,783,982*
			8		SHARED VOTING POWER   0
			9		SOLE DISPOSITIVE POWER   4,783,982*
			10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,783,982*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0%*†
14		TYPE OF REPORTING PERSON   OO

* See Item 5 for additional information.

† Percentage calculated based upon 36,843,045 shares of the Common Stock outstanding as of May 4, 2021, based on information disclosed by the Issuer in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed May 11, 2021.

 

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on behalf of (i) Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber”) and (ii) TardiMed Sciences LLC, a Connecticut limited liability company (“TardiMed”), with the Securities and Exchange Commission (the “SEC”) on January 28, 2020 (as previously amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 3 does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2.     Identity and Background

 

(a)         This Schedule 13D is being filed on behalf of TardiMed and Michael Derby (“Mr. Derby”, and together with TardiMed, the “Reporting Persons”).

 

(b) – (c), (f)         The Reporting Persons each have their principal offices at 303 South Broadway, Suite 125

Tarrytown, NY 10591. The principal business of TardiMed is to operate a life sciences investment and company creation firm. The principal business of Mr. Derby is to act as the Managing Partner of TardiMed. TardiMed is a Connecticut limited liability company and Mr. Derby is a Unit ed States Citizen.

 

(d) – (e)         During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 4.     Purpose of Transaction.

 

Item 4 of the Schedule 13D is amended as follows:

 

Until April 16, 2021, Mr. Derby was the Executive Chairman of the Board of Directors of the Issuer (the “Board”). As of such date, Mr. Derby is no longer an officer or director of the Issuer.

 

Zachary Rome, a partner at TardiMed, serves as the Issuer’s Executive Vice President, Chief Operating Officer and Secretary and a member of the Board. Mr. Rome was appointed to the Board on May 18, 2020 and will serve as a director with a term expiring at the annual meeting of stockholders to be held in 2021, at which he has been nominated to stand for re-election by a vote of the Issuer’s stockholders. As of June 10, 2021, Mr. Rome individually holds 132,209 value appreciation rights (“VARs”) of the Issuer, of which 2/5 are vested. Upon valid exercise of vested and exercisable VARs, the Issuer shall pay to the Reporting Person, in a single lump sum cash payment, an amount equal to the product of (a) the excess of (i) fair market value of a share of Common Stock on the date of exercise, over (ii) the exercise price, multiplied by (b) the number of shares of Common Stock with respect to which VARs are being exercised (the “VAR Amount”). Notwithstanding the foregoing the Issuer may elect, in its sole discretion, to pay the VAR Amount in the form of shares of Common Stock that are equivalent in value to the VAR Amount.

 

Joseph Lucchese, a partner of TardiMed, serves as the Issuer’s Executive Vice President & Chief Financial Officer. As of June 10, 2021, Mr. Lucchese individually holds options to purchase an aggregate of 97,083 shares of Common Stock at an exercise price of $2.87. These options became and will become vested 25% on January 6, 2021 with the remaining shares becoming exercisable in equal 36 monthly installments beginning on February 6, 2021.

 

Subject to the agreements described in Item 6 below, the Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

 

Each of the Reporting Persons, in its capacity as a stockholder or other security holder of the Issuer, may engage in discussions with management, one or more members of the board of directors, one or more other stockholders, one or more representatives and/or other relevant parties of the Issuer regarding the Issuer, including but not limited to its operations, or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, and may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

 

 

Item 5.     Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and supplemented as follows:

 

The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3, Item 4 and Item 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

 

(a) – (b)         As of June 10, 2021, Mr. Derby may be deemed to beneficially own 4,783,982 shares of Common Stock held by TardiMed. Mr. Derby has sole voting and dispositive control over the shares of the Issuer’s Common Stock held by TardiMed. As a result, Mr. Derby has the power to direct the vote and disposition of the Common Stock held by TardiMed, and therefore may be deemed to beneficially own the Common Stock held by TardiMed. By virtue of such ownership, TardiMed may be deemed to have voting and investment power with respect to the 4,783,982 shares of Common Stock of the Issuer and as a result may be deemed to have beneficial ownership over such securities. As of June 10, 2021, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, TardiMed may be deemed to beneficially own 13.0% of the Common Stock deemed issued and outstanding.

 

(c)       The following table details the transactions by the Reporting Persons during the past sixty (60) days on or prior to June 10, 2021 (the “Event Date”) and from the Event Date to the filing date:

 

Date		Price per Share		Type of Transaction		Number of Shares
May 28, 2021		$1.2699 (1)		Open market sale		47,736
June 1, 2021		$1.2632 (1)		Open market sale		8,670
June 2, 2021		$1.26		Open market sale		9,879
June 8, 2021		$1.2875 (1)		Open market sale		305,540
June 9, 2021		$1.2739 (1)		Open market sale		96,481
June 10, 2021		$1.2629 (1)		Open market sale		185,229

 

Explanation of responses:

 

(1) The purchase price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.26 to $1.32, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

 

Except as reported above, the Reporting Persons have not effected any transactions during the past sixty (60) days on or prior to May 28, 2021 (the “Event Date”) and from the Event Date to the filing date, in any securities of the Issuer.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

Item 7.    Material to be Filed as Exhibits.

 

The following exhi bits are incorporated into this Schedule 13D:

 

Exhibit 1

Joint Filing Agreement, dated June 10, 2021, signed by each of the Reporting Persons in order to confirm that this Schedule 13D/A (and any amendments hereto) are being filed on behalf of each of the Reporting Persons.

 

 

SIGNATURE

 

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.

 

Dated as of June 10, 2021

 

TARDIMED SCIENCES LLC
By:	/s/ Michael Derby
	Name:	Michael Derby
	Title:	Managing Partner
/s/ Michael Derby
Name:	Michael Derby, individually