Sec Form 13G Filing - COMMODORE CAPITAL LP filing for INHIBIKASE THERAPEUTICS INC CO (IKT) - 2024-10-17

(iv) Shared power to dispose or to direct the disposition of: 6,807,507*

* On October 9, 2024, the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) in connection with a private placement (the “Private Placement”) with certain institutional and other accredited investors. Pursuant to the Purchase Agreement, the Issuer agreed to sell in the Private Placement (i) 58,310,000 shares of Common Stock, or, in lieu thereof, pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 21,985,000 shares of Common Stock, (ii) Series A-1 Warrants (“Series A-1 Warrants”) to purchase up to 40,139,474 shares of Common Stock or, in lieu thereof, pre-funded warrants (“A-1 Pre-Funded Warrants”) to purchase the same number of shares of Common Stock, and (iii) Series B-1 Warrants (“Series B-1 Warrants”) to purchase up to 73,813,529 shares of Common Stock, or, in lieu thereof, pre-funded warrants (“B-1 Pre-Funded Warrants” and with the Pre-Funded Warrants, the Series A-1 Warrants, the A-1 Pre-Funded Warrants and the Series B-1 Warrants, the “Warrants”) to purchase the same number of shares of Common Stock.

The Pre-Funded Warrants, the A-1 Pre-Funded Warrants and the B-1 Pre-Funded Warrants are immediately exercisable upon issuance and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The filing of an amendment to the Issuer’s Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware is necessary for the Issuer to have a sufficient number of authorized shares of Common Stock to cover the shares of Common Stock (or A-1 Pre-Funded Warrants or B-1 Pre-Funded Warrants in lieu thereof) issuable upon the exercise of the Series A-1 Warrants and the Series B-1 Warrants.

Pursuant to the Purchase Agreement, the Issuer agreed to use its reasonable best efforts to hold a meeting of the Issuer’s stockholders no later than 90 days after the closing date of the offering of securities in the Private Placement (the “Offering”) to obtain approval of the Charter Amendment to increase the number of authorized shares of Common Stock to a number of shares of Common Stock sufficient to allow for the full exercise of the Warrants (the “Stockholder Approval”). The Offering is expected to close on October 21, 2024, subject to satisfaction of closing conditions.

Pursuant to the Purchase Agreement, the Issuer agreed to sell to Commodore Master in the Private Placement an aggregate of (i) 5,925,000 shares of Common Stock, (ii) Pre-Funded Warrants to purchase up to 4,660,000 shares of Common Stock, subject to a beneficial ownership limitation of 9.99%, (iii) Series A-1 Warrants to purchase up to 5,290,799 shares of Common Stock, subject to the Stockholder Approval and a beneficial ownership limitation of 9.99%, and (iv) Series B-1 Warrants to purchase up to 9,729,389 shares of Common Stock, subject to the Stockholder Approval and a beneficial ownership limitation of 9.99%.

The Firm is the investment manager to Commodore Master. As of October 9, 2024, the Firm may be deemed to beneficially own an aggregate of 6,807,507 shares of Common Stock, including (i) 5,925,000 shares of Common Stock and (ii) Pre-Funded Warrants to purchase up to 882,507 shares of Common Stock. The foregoing excludes (i) Pre-Funded Warrants to purchase up to 3,777,493 shares of Common Stock because the exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99%, (ii) Series A-1 Warrants to purchase up to 5,290,799 shares of Common Stock because the exercise of the Series A-1 Warrants is subject to the Stockholder Approval and a beneficial ownership limitation of 9.99%, and (iii) Series B-1 Warrants to purchase up to 9,729,389 shares of Common Stock because the exercise of the Series B-1 Warrants is subject to the Stockholder Approval and a beneficial ownership limitation of 9.99%. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on an aggregate of 67,192,570 shares of Common Stock issued and outstanding, including (i) 8,882,570 shares of Common Stock issued and outstanding on October 9, 2024, as reported directly by the Issuer to the Firm, and (ii) 58,310,000 shares of Common Stock issued in the Private Placement, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2024.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

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.

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.